Item 1.01 Entry into a Material Definitive Agreement.
In connection with Amendment No. 2, the Company and the Lender entered into a
Non-Revolving Line of Credit Convertible Note in an aggregate principal amount
of
Except as set forth above, Amendment No. 2 and the Convertible Note do not
otherwise amend the terms of the Credit Agreement and the underlying credit
facility, including the maturity date, interest rate, events of default and
other provisions, descriptions of which are set forth in the Company's Current
Reports on Form 8-K filed on
The Lender is wholly owned by an entity which is majority owned and controlled
by
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant.
The disclosures included in Item 1.01 above, including regarding Amendment No. 2 and the Convertible Note, and the transactions completed thereby, are incorporated into this Item 2.03 in their entirety by reference.
Item 3.02 Unregistered Sales of
The disclosures included in Item 1.01 above regarding the Convertible Note and
Warrant are incorporated into this Item 3.02 in their entirety by reference. The
issuance of the Convertible Note and Warrant to the Lender was exempt from the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"), in accordance with Section 4(a)(2) and/or Regulation D, Rule
506 thereunder, because the transaction did not involve a public offering, and
the Lender confirmed that it was an "accredited investor" and that it was
acquiring the securities for investment purposes only and not with a view
towards, or for resale in connection with, any distribution thereof. The
Convertible Note and Warrant, and the shares of Common Stock issuable upon
conversion or exercise of the Convertible Note and Warrant, are subject to
transfer restrictions and the Convertible Note and Warrant contain, and the
certificates representing the shares of Common Stock issuable upon conversion or
exercise of the Convertible Note and Warrant will contain, an appropriate legend
stating that such securities have not been registered under the Securities Act
and may not be offered or sold absent registration or pursuant to an exemption
therefrom. The Convertible Note and Warrant and the shares of Common Stock
issuable upon conversion or exercise thereof have not been registered under the
Securities Act and may not be offered or sold in
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits 99.1 Amendment No. 2 to Credit and Security Agreement, datedAugust 5, 2022 , betweenAlfi, Inc. andLee Aerospace, Inc. 99.2 Non-Revolving Line of Credit Convertible Note, datedAugust 5, 2022 , betweenAlfi, Inc. andLee Aerospace, Inc. 99.3 Warrant, datedAugust 5, 2022 , issued byAlfi, Inc. toLee Aerospace , Inc. 104 Cover Page from this Current Report on Form 8-K, formatted in Inline XBRL
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