Lucira Health : Asset Purchase Agreement - Form 8-K

8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 6, 2023

Lucira Health, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-39976		27-2491037
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1315 63rd Street
Emeryville, California		94608
(Address of Principal Executive Offices)		(Zip Code)

Registrant's Telephone Number, Including Area Code: [phone]

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		LHDXQ		*

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2of the Securities Exchange Act of 1934 (§ 240.12b-2of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

*	The registrant's common stock began trading exclusively on the OTC Pink Marketplaceon March 6, 2023 under the symbol "LHDXQ".

Item 8.01 Other Events.

As previously disclosed, on February 22, 2023, Lucira Health, Inc. (the "Company") filed a voluntary petition (Case No. 23-10242)for relief under chapter 11 of title 11 the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (such court, the "Bankruptcy Court" and such case, the "Case").

In connection with the Case, and pursuant to bid procedures approved by the Bankruptcy Court, on April 6, 2023, the Company held an auction (the "Auction") under Section 363 of the Bankruptcy Code relating to the disposition of all or substantially all of the Company's assets (the "Assets"). The winning bid at the Auction was submitted by Pfizer Inc. (the "Successful Bidder") and the Company expects to enter into an asset purchase agreement with the Successful Bidder. A sale hearing is scheduled to be conducted on April 13, 2023 for approval of the sale of the Assets to the Successful Bidder. The completion of the transaction is subject to a number of conditions, which, among others, include the entry of a sale order by the Court, the entry into a definitive asset purchase agreement, the performance by each party of its obligations under a definitive asset purchase agreement and the material accuracy of each party's representations.

Cautionary Note Regarding Trading in the Company's Securities and the Auction

The Company cautions that trading in the Company's securities during the pendency of the Case is highly speculative and poses substantial risks. Trading prices for the Company's securities may bear little or no relationship to the actual recovery, if any, by holders of the Company's securities in the Case. Furthermore, the selection of a winning bidder at the Auction is not a guarantee of a successful sale process and closing. Accordingly, the Company urges extreme caution with respect to existing and future investments in its securities.

Forward-Looking Statements

This Current Report on Form 8-Kcontains 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-Kare forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as "expects," "anticipated," or "may," or the negative of these words or other similar terms or expressions. Forward-looking statements in this Current Report on Form 8-Kinclude, but are not limited to, statements regarding the Company's plans to sell all or substantially all of its assets, the Company expecting to enter into an asset purchase agreement with the Successful Bidder, statements about the anticipated completion of a sale process, conditions that the anticipated closing are subject to, and statements about actual recovery, if any, by holders of the Company's securities in the Case. The forward-looking statements in this Current Report on Form 8-Kare 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-Qfor 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-Kare 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.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Lucira Health, Inc.
Date: April 10, 2023			By:		/s/ Richard Narido
			Richard Narido, Chief Financial Officer