Item 1.02 Termination of Material Definitive Agreement.
Termination of Securities Purchase Agreement with Investor
On September 5, 2022, Holisto Ltd., a company organized under the laws of the
State of Israel ("Holisto"), terminated the Securities Purchase Agreement (the
"Securities Purchase Agreement"), dated as of June 9, 2022, by and among
Holisto, Moringa Acquisition Corp ("Moringa"), and an institutional investor
(the "Investor").
As previously disclosed by Moringa in its Current Report on Form 8-K filed on
June 13, 2022, on June 9, 2022, contemporaneously with their entry into the
Business Combination Agreement, by and among Holisto, Moringa, and Holisto
MergerSub, Inc. (the "Business Combination Agreement"), Holisto and Moringa also
entered into the Securities Purchase Agreement with the Investor. Under the
Securities Purchase Agreement, concurrently with the closing of the business
combination transactions pursuant to the Business Combination Agreement, the
Investor was to purchase from Holisto a secured senior convertible note in a
principal amount of $30 million, which was to be due two years from the date of
issuance, and a warrant to purchase an aggregate of 1,363,636 Holisto ordinary
shares at an exercise price of $11.50 per share. Additionally, on the closing
date of the transactions, Holisto and the Investor were to execute and deliver a
Registration Rights Agreement, pursuant to which Holisto was to provide certain
registration rights to the Investor with respect to the securities identified by
such agreement, and Holisto was to enter into two security agreements in favor
of the Investor pursuant to which Holisto and its subsidiaries were to grant the
Investor a first priority security interest in all of Holisto's and its
subsidiaries' assets.
Pursuant to Section 4(e)(ii) of the Securities Purchase Agreement, in the event
that Holisto and/or Moringa did not, for any reason, enter into an agreement for
an approved financing pursuant to which investors would invest net proceeds of
$47 million by June 30, 2022 (which was subsequently extended to July 21, 2022
by mutual agreement among the parties to the Securities Purchase Agreement),
Holisto or the Investor had the right to terminate the agreement via written
notice to the other parties without liability on the part of any party, other
than Holisto's obligation to reimburse the Investor in an agreed amount of
$305,000 for its legal counsel's fees, of which $50,000 was paid. Holisto's
termination of the Securities Purchase Agreement was effected pursuant to the
foregoing termination right.
The termination of the Securities Purchase Agreement does not alter the
obligations of the parties under the Business Combination Agreement, which
remains in full force and effect.
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