PSQ Holdings Inc. filed SEC Form 8-K: Unregistered Sales of Equity Securities, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 3.02 Unregistered Sales of Equity Securities.
Securities Purchase Agreement
On October 24, 2024, PSQ Holdings, Inc., a Delaware corporation (the “Company”), and certain purchasers (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”) closed a private investment in public equity transaction (“PIPE”) to purchase an aggregate of 1,981,483 shares (the “Shares”) of the Company’s Class A common stock, par value $0.0001 per share, at $2.70 per share, for an aggregate purchase price of approximately $5.35 million pursuant to a Securities Purchase Agreement, dated October 22, 2024, by and among the Company and the Purchasers (the “Securities Purchase Agreement” or “SPA”). The Shares were sold in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, and the rules and regulations thereunder (the “Act”), and Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Act.
Pursuant to the Securities Purchase Agreement, the Purchasers have also agreed not to sell or transfer the Shares, subject to certain exceptions, until the earlier of (A) the one year anniversary of the date of the Closing or (B) the date on which the Company completes a liquidation, merger or other similar transaction resulting in all of the Company’s stockholders exchanging shares for other property.
Registration Rights Agreement
In connection with the PIPE offering, the Company and the Purchasers entered into a Registration Rights Agreement (the “Registration Rights Agreement”) pursuant to which, among other customary terms and indemnification provisions, the Company agreed to prepare and file a registration statement for the resale of (i) all of the Shares and (ii) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the Shares (together, the “Registrable Securities”), on or before the 180th calendar day following the Closing Date (as defined in the SPA) and use its commercially reasonable efforts to cause such registration statement to be declared effective by the SEC as soon as practicable and no later than the 90th calendar day following the filing date, and use its commercially reasonable efforts to keep such registration statement continuously effective until the date that all Registrable Securities covered by such registration statement (i) have been sold, or (ii) may be sold by non-affiliates without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144.
The foregoing descriptions of the Securities Purchase Agreement and Registration Rights Agreement do not purport to be complete and are qualified in their entirety by the terms and conditions of the Securities Purchase Agreement and Registration Rights Agreement, copies of which are filed, respectively, as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K, and are incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On October 28, 2024, the Company issued a press release announcing: (i) the entry into the Securities Purchase Agreement and Registration Rights Agreement; and (ii) a strategic plan to streamline the Company’s organization. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is furnished with this Form 8-K:
| Exhibit No. | Description | |
| 10.1* | Form of Securities Purchase Agreement, dated as of October 22, 2024, by and among the Company and the Purchasers signed thereto. | |
| 10.2 | Form of Registration Rights Agreement, dated as of October 22, 2024, by and among the Company and the Purchasers signed thereto. | |
| 99.1 | Press Release, dated October 28, 2024 (furnished only). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | The exhibits and schedules to this Exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally to the SEC a copy of all omitted exhibits and schedules upon its request. |
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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.
| PSQ Holdings, Inc. | ||
| Date: October 28, 2024 | By: | /s/ Michael Seifert |
| Name: | Michael Seifert | |
| Title: | Founder, Chairman and Chief Executive Officer | |
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