Latch Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
$LTCH
EDP Services
Technology
| UNITED STATES SECURITIES AND EXCHANGE COMMISSION | ||
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 14, 2024
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Item 1.01 Entry into a Material Definitive Agreement.
On May 15, 2023, Latch, Inc. (the “Company”) and certain subsidiaries entered into an Agreement and Plan of Merger with Honest Day’s Work, Inc. (“HDW”), pursuant to which Latch acquired HDW (the “Acquisition”).
As partial consideration for the Acquisition, the Company issued to certain of HDW’s stockholders (the “Holders”) $22.0 million aggregate principal amount of unsecured promissory notes (the “Promissory Notes”). The Promissory Notes accrue paid-in-kind interest at a rate of 10% per annum and mature on July 3, 2025, unless earlier accelerated in connection with an event of default or change of control of the Company. In addition, the Company may prepay the Promissory Notes at any time prior to maturity.
An event of default occurs under the Promissory Notes if, as of April 15, 2024 (the “Reference Date”), the Company’s common stock is delisted from The Nasdaq Stock Exchange LLC (“Nasdaq”), following exhaustion of all rights of appeal related thereto as of the Reference Date, as a result of Latch’s failure to satisfy the continued listing requirements of Nasdaq due to existing non-compliance issues (a “Delisting”).
On April 14, 2024, the Company and Holders of a majority of the outstanding principal amount of the Promissory
Notes (the “Majority Holders”) entered into an Amendment to Promissory Notes (the “Amendment”) to amend the definition of Delisting such that the Reference Date is May 3, 2024 instead of April 15, 2024.
The description of the Amendment set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy which is filed as Exhibit 4.1 hereto and incorporated herein by reference.
The Company is in active negotiations with the Holders to make additional amendments to the Promissory Notes (including further changes to the Delisting event of default); however, there can be no assurances that an agreement will be reached with all Holders on terms that are acceptable to us or at all.
Item 9.01. Financial Statements and Exhibits.
| Exhibit Number | Description | |||||||
| 4.1* | ||||||||
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL and embedded within the Interactive Data Files submitted under Exhibit 101. | |||||||
* A schedule to this exhibit has been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish a copy of any omitted schedule to the Securities and Exchange Commission upon request.
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.
| Latch, Inc. | |||||||||||
| Date: | April 15, 2024 | By: | /s/ Priyen Patel | ||||||||
| Name: | Priyen Patel | ||||||||||
| Title: | Senior Vice President and General Counsel | ||||||||||