Luminar Technologies Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
$LAZR
Auto Parts:O.E.M.
Consumer Discretionary
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): November 25, 2025
(Exact name of registrant as specified in its charter)
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (800 ) 532-2417
N/A
(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
|
Name of each exchange
on which registered
|
||
|
|
|
|
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-2 of the Securities Exchange Act of 1934 (§240.12b-2 of 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. ☐
|
Item 1.01
|
Entry into a Material Definitive Agreement.
|
As previously reported on Current Reports on Form 8-K filed with Securities and Exchange Commission (the “SEC”) on October 31, 2025, November 7, 2025 and November 13, 2025 (the “Prior Form 8-Ks”), Luminar Technologies, Inc. (the “Company”) entered into:
| (i) |
forbearance agreements, effective as of October 30, 2025 (the “First Forbearance Agreements”), with an ad hoc group
of holders (the “Initial Forbearing Noteholders”) of the Company’s Floating Rate Senior Secured Notes due 2028 (the “1L Notes”)
and 9.0% Convertible Second Lien Senior Secured Notes due 2030 and 11.5% Convertible Second Lien Senior Secured Notes due 2030 (collectively, the “2L Notes”), as applicable,
beneficially owning, collectively, approximately 94.5% of the 1L Notes and approximately 89% of the 2L Notes;
|
| (ii) |
forbearance agreements, effective as of November 6, 2025 (the “Second Forbearance Agreements”), with an ad hoc group
of holders (the “Extending Noteholders”) of the 1L Notes and 2L Notes, as applicable, beneficially owning, collectively, approximately 91.3% of the 1L Notes and approximately 85.8%
of the 2L Notes; and
|
| (iii) |
forbearance agreements, effective as of November 12, 2025 (the “Third Forbearance Agreements” and, together with the
First Forbearance Agreements and Second Forbearance Agreements, the “Initial Forbearance Agreements”), with the Extending Noteholders.
|
All defined terms used in this Current Report on Form 8-K that are not otherwise defined herein have the meanings ascribed to such terms in the
Prior Form 8-Ks.
Subject to the terms and conditions of the Initial Forbearance Agreements and as described in the Prior Form 8-Ks, as a result of any Events of
Default arising from the Company’s failure to make the October 15 Interest Payments, the Initial Forbearing Noteholders agreed to forbear from exercising any of their rights and remedies under the applicable indentures governing the 1L Notes and 2L
Notes and applicable law through November 6, 2025 (the “Initial Forbearance Period”) and the Extending Noteholders agreed to forbear from exercising any of their rights and remedies under
the applicable indentures governing the 1L Notes and 2L Notes and applicable law through November 12, 2025 (the “Second Forbearance Period”) and thereafter November 24, 2025 (the “Third Forbearance Period”).
On November 15, 2025, the Company elected not to make the quarterly interest payments due on such date (the “November 15 Interest Payments”) in respect of its 1L Notes. Under the terms of the indenture (the “1L Indenture”) governing the 1L Notes, the failure to make the
November 15 Interest Payments on the due date did not constitute an event of default under the 1L Indenture; however, the non-payment would become an event of default if the Company fails to make the November 15 Interest Payments within the
permitted 15-day grace period.
On November 24, 2025, the Extending Noteholders agreed to extend the Third Forbearance Period through November 25, 2025. On November 25, 2025, the
Company and the Extending Noteholders entered into new forbearance agreements (the “Fourth Forbearance Agreements”; and together with the Initial Forbearance Agreements, the “Forbearance Agreements”) in connection with which the Extending Noteholders agreed to forbear from exercising rights and remedies with respect to the
failure to make the November 15 Interest Payments and otherwise extend the Third Forbearance Period with respect to the 1L Notes and 2L Notes to December 2, 2025, with the ability to extend further through December 7, 2025 (the “Fourth Forbearance Period”) in exchange for the Company’s agreement to an ongoing liquidity covenant and to generally engage in good faith on a holistic transaction. In connection with the
Fourth Forbearance Agreements, the Company also appointed Robin Chu, Managing Director of Portage Point Partners, LLC, as Chief Restructuring Officer. All other material terms of the Initial Forbearance Agreements remain unchanged.
The foregoing summary of the Fourth Forbearance Agreements does not purport to be complete and is qualified in its entirety by reference to the
complete terms of each Fourth Forbearance Agreement, which are filed as Exhibits 10.1 and 10.2 hereto and are incorporated by reference into this Item 1.01.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
|
Exhibit Number
|
Description
|
|
|
Forbearance Agreement, dated as of November 25, 2025, by and among Luminar Technologies, Inc., the Subsidiary Guarantors party hereto, and each holder or beneficial owner of
Floating Rate First Lien Senior Secured Notes due 2028 party thereto.
|
||
|
Forbearance Agreement, dated as of November 25, 2025, by and among Luminar Technologies, Inc., the Subsidiary Guarantors party hereto, and each holder or beneficial owner of
9.0% Convertible Second Lien Senior Secured Notes due 2030 and 11.5% Convertible Second Lien Senior Secured Notes due 2030 party thereto.
|
||
|
104
|
Cover page interactive data file formatted in Inline XBRL.
|
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.
|
Date: November 26, 2025
|
Luminar Technologies, Inc.
|
||
|
By:
|
/s/ Alexander Fishkin | ||
|
Name: Alexander Fishkin
|
|||
|
Title: Chief Legal Officer
|
|||