SEC Form 8-K filed

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): January 29, 2021

AppHarvest, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (606) 653-6100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

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 x

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. ¨

Introductory Note

On January 29, 2021 (the “Closing Date”), AppHarvest, Inc., a Delaware public benefit corporation (“Legacy AppHarvest”), Novus Capital Corporation, a Delaware corporation (“Novus”) and ORGA, Inc., a Delaware corporation and wholly owned subsidiary of Novus (“Merger Sub”), consummated the closing of the transactions contemplated by the Business Combination Agreement and Plan of Reorganization, dated September 28, 2020, by and among Novus, Legacy AppHarvest and Merger Sub (the “Business Combination Agreement”), following the approval at a special meeting of the stockholders of Novus held on January 29, 2021 (the “Special Meeting”). Pursuant to the terms of the Business Combination Agreement, a business combination of Legacy AppHarvest and Novus was effected through the merger of Legacy AppHarvest with and into Merger Sub, with Legacy AppHarvest surviving as a wholly owned subsidiary of Novus (the “Merger” and, collectively with the other transactions described in the Business Combination Agreement, the “Business Combination”). On the Closing Date, Legacy AppHarvest changed its name to AppHarvest Operations, Inc. and Novus changed its name from Novus Capital Corporation to AppHarvest, Inc.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On January 29, 2021, Novus held the Special Meeting for the following purposes:

There were 12,650,000 shares of Novus Common Stock issued and outstanding on the record date for the Special Meeting. At the Special Meeting, there were 9,118,418 shares voted by proxy or in person, which constituted a quorum. The results for each matter were as follows:

Business Combination Proposal: Novus’s stockholders approved the Business Combination Proposal, based on the following votes:

Charter Proposals: Novus’s stockholders approved the Charter Proposals, based on the following votes:

Name Change Charter Amendment

Public Benefit Charter Amendment

Authorized Share Charter Amendment

Board Composition Charter Amendment

Actions by Stockholders Charter Amendment

Corporate Opportunity Charter Amendment

Voting Thresholds Charter Amendment

Additional Charter Amendment

Equity Incentive Plan Proposal: Novus’s stockholders approved the Equity Incentive Plan Proposal, based on the following votes:

Employee Stock Purchase Plan Proposal: Novus’s stockholders approved the Employee Stock Purchase Plan Proposal, based on the following votes:

Nasdaq Proposal: Novus’s stockholders approved the Nasdaq Proposal, based on the following votes:

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.