AppHarvest Inc. filed SEC Form 8-K: Bankruptcy or Receivership, Completion of Acquisition or Disposition of Assets, Material Modification to Rights of Security Holders, Other Events, Financial Statements and Exhibits
$APPH
Farming/Seeds/Milling
Consumer Staples
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): December 1, 2023
(Exact name of registrant as specified in its charter)
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Securities registered pursuant to Section 12(b) of the Act:
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Item 1.03 Bankruptcy or Receivership
As previously disclosed, on July 23, 2023, AppHarvest, Inc. (the “Company”) and certain of its affiliates (collectively, the “Debtors”) filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of Texas (the “Court”), thereby commencing chapter 11 cases for the Debtors (the “Chapter 11 Cases”).
As previously disclosed, on September 14, 2023, the Court entered its order (the “Confirmation Order”) confirming the Second Amended Joint Plan of Liquidation of AppHarvest Products, LLC and its Debtor Affiliates (the “Plan”).
On December 5, 2023, all conditions to the occurrence of the effective date set forth in the Plan and the Confirmation Order were satisfied and the effective date of the Plan (the “Effective Date”) occurred. On the same date, the Company filed a Notice of Effective Date of the Plan (the “Notice of Effective Date”) with the Court. On the Effective Date, pursuant to the Plan, all of the shares of common stock of the Company outstanding immediately prior to the Effective Date, were cancelled and discharged and are of no force and effect. A copy of the Notice of Effective Date is attached hereto as Exhibit 99.1 and incorporated in this Item 1.03 by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets
As previously disclosed, on September 6, 2023, the Court entered an order approving the sale of certain principal assets of AppHarvest Pulaski Farm, LLC (“Seller”) in connection with Seller’s facility located in Somerset, Kentucky pursuant to that certain Asset Purchase Agreement by and between Bosch Berries Kentucky Operations Corp. (“Purchaser”) and Seller, dated as of August 31, 2023 (the “Somerset APA”). Under the Somerset APA, Purchaser agreed, subject to the terms and conditions of the Somerset APA, to acquire the Transferred Assets (as defined in the Somerset APA) from Seller in exchange for Purchaser’s entry into certain Amended and Assigned GNCU Loan Documentation and an amount disbursed by GNCU to satisfy its obligations under the GNCU Letter (as each such capitalized term is defined in the Somerset APA). On December 1, 2023, the Seller and Purchaser consummated the sale, thereby completing the disposition of the Transferred Assets.
Item 3.03 Material Modification to the Rights of Security Holders
To the extent applicable to this item, the information set forth under Item 1.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 8.01 Other Events
Deregistration of Securities
The Company intends to file post-effective amendments to each of its Registration Statements on Form S-1, Form S-3 and Form S-8 and promptly file a Form 15 with the Securities and Exchange Commission, or the SEC, to deregister its securities under Section 12(g) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and suspend the Company’s reporting obligations under Sections 13(a) and 15(d) of the Exchange Act. Upon the filing of the Form 15, the Company’s obligation to file periodic and current reports with the SEC, including Forms 10-K, 10-Q and 8-K, will be immediately suspended.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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.
| AppHarvest, Inc. | ||||||||
| Dated: December 5, 2023 | ||||||||
| By: | /s/ Loren Eggleton | |||||||
| Loren Eggleton | ||||||||
| Chief Financial Officer | ||||||||
| (Principal Financial Officer and Principal Accounting Officer) | ||||||||