Item 1.03 Bankruptcy or Receivership.
Chapter 11 Filing
On February 22, 2023, Lucira Health, Inc. (the "Company") filed a voluntary
petition for relief under chapter 11 of title 11 of the United States Bankruptcy
Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the
District of Delaware (the "Bankruptcy Court"). The Company's chapter 11 case
(the "Chapter 11 Case") is being administered under the caption, In re: Lucira
Health, Inc., Case No. 23-10242. The Company continues to operate its business
as a "debtor-in-possession" under the jurisdiction of the Bankruptcy Court and
in accordance with the applicable provisions of the Bankruptcy Code and orders
of the Bankruptcy Court. The Company is seeking approval of a variety of "first
day" motions containing customary relief intended to enable the Company to
continue its ordinary course operations during the Chapter 11 Case. The Company
intends to use available cash on hand, which stands at approximately $4.5
million as of the filing date, to fund post-petition operations and costs in the
ordinary course.
The Company cannot be certain that holders of the Company's common stock will
receive any payment or other distribution on account of those shares following
the Chapter 11 Case.
The Company cautions that trading in the Company's common stock during the
pendency of the Chapter 11 Case is highly speculative and poses substantial
risks. Trading prices for the Company's common stock may bear little or no
relationship to the actual recovery, if any, by holders of the Company's common
stock in the Chapter 11 Case. Accordingly, the Company urges extreme caution
with respect to existing and future investments in its common stock.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Certain Directors
Between February 17 and 19, 2023, Tuff Yen, Alison McCauley, Sandra A. Gardiner,
and Steve Tablak, each members of the Board of Directors of the Company (the
"Board"), provided notice of their resignation as members of the Board and all
committees thereof, effective upon the Board acting to reduce the authorized
number of directors to one, which took place on February 17, 2023. Each of
Mr. Yen's, Ms. McCauley's, Ms. Gardiner's and Mr. Tablak's resignation was not
the result of a disagreement with the Company or the Board on any matter
relating to the Company's operations, policies, or practices.
Appointment of Lead Independent Director
On February 22, 2023, the Board increased the authorized number of directors
constituting the Board from one to two and appointed Michael Wyse to fill the
newly created vacancy and serve as lead independent director, effective
immediately, until his successor is duly qualified and elected or until his
earlier death, resignation, or removal. Mr. Wyse will receive $25,000 per month
as compensation for his service as lead independent director.
There were no arrangements or understandings between Mr. Wyse and any other
persons pursuant to which he was selected as a director, and there are no
related person transactions within the meaning of Item 404(a) of Regulation S-K
promulgated by the Securities and Exchange Commission between Mr. Wyse and the
Company required to be disclosed herein.
Item 7.01. Regulation FD Disclosure.
On February 22, 2023, the Company issued a press release announcing the filing
of the Chapter 11 Case. A copy of the press release is furnished as Exhibit 99.1
to this Current Report on Form 8-K and is incorporated herein by reference.
The press release furnished as Exhibit 99.1 to this Current Report on Form 8-K
shall not be deemed to be "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that section. The press release furnished as Exhibit 99.1 to this Current Report
on Form 8-K shall not be incorporated by reference into any filing with the U.S.
Securities and Exchange Commission made by the Company, whether made before or
after the date hereof, regardless of any general incorporation language in such
filing.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, about the
Company that involve substantial risks and uncertainties. All statements other
than statements of historical facts contained in this Current Report on Form 8-K
are forward-looking statements. In some cases, you can identify forward-looking
statements because they contain words such as "expect," "may," "will," "could"
or "believes" or the negative of these words or other similar terms or
expressions. Forward-looking statements in this Current Report on Form 8-K
include, but are not limited to, the Company's ability to continue ordinary
course operations during the Chapter 11 Case, the value of the Company's common
stock and the ability of holders of the Company's common
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stock to receive any payment or distribution. The forward-looking statements in
this Current Report on Form 8-K are only predictions. The Company has based
these forward-looking statements largely on its current expectations and
projections about future events and financial trends that it believes may affect
its business, financial condition and results of operations. Forward-looking
statements involve known and unknown risks, uncertainties and other important
factors that may cause its actual results, performance or achievements to be
materially different from any future results, performance or achievements
expressed or implied by the forward-looking statements, including the important
factors discussed in the sections entitled "Risk Factors" of the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, and in
the Company's other filings with the Securities and Exchange Commission. The
forward-looking statements in this Current Report on Form 8-K are based upon
information available to the Company as of the date of this Current Report on
Form 8-K, and while the Company believes such information forms a reasonable
basis for such statements, such information may be limited or incomplete, and
its statements should not be read to indicate that the Company has conducted an
exhaustive inquiry into, or review of, all potentially available relevant
information. These statements are inherently uncertain and investors are
cautioned not to unduly rely upon these statements. Except as required by law,
the Company assumes no obligation to update these forward-looking statements, or
to update the reasons if actual results differ materially from those anticipated
in the forward-looking statements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
99.1 Press Release dated February 22, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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