Item 1.01 Entry into a Material Definitive Agreement
Closing of Initial Issuance
On November 8,
2018, the Company and Hayao consummated the Initial Issuance pursuant to the terms of the Securities Purchase Agreement. In connection with the Initial Issuance and in order to set forth the rights and obligations of Hayao upon the Initial Issuance,
the Company and Hayao entered into a Stockholders Agreement, dated as of November 8, 2018 (the Stockholders Agreement). The terms and conditions of the Stockholders Agreement are described in our Current Report on Form
8-K
as filed with the Securities and Exchange Commission (the SEC) on November 7, 2018. Such description is not purported to be complete and is qualified in its entirety by reference to the full
text of the Stockholders Agreement, which is attached hereto as Exhibit 10.1 and is incorporated by reference into this Item 1.01.
In addition, also in
connection with the Initial Issuance, the Company and Hayao entered into a Registration Rights Agreement, dated as of November 8, 2018 (the Registration Rights Agreement). The terms and conditions of the Registration Rights
Agreement are described in our Current Report on Form
8-K
as filed with the SEC on February 13, 2018. Such description is not purported to be complete and is qualified in its entirety by reference to the
full text of the Registration Rights Agreement, which is attached hereto as Exhibit 10.2 and is incorporated by reference into this Item 1.01.
Chinese Joint Venture
On November 7, 2018,
in connection with and pursuant to the Securities Purchase Agreement, the Company entered into a Master Reorganization and Subscription Agreement (the JV Framework Agreement), by and among the Company, GNC China Holdco, LLC, a Delaware
corporation, GNC Hong Kong Limited, a company established under the laws of Hong Kong, GNC (Shanghai) Trading Co., Ltd., a company incorporated in the Peoples Republic of China, Hayao, and Harbin Pharmaceutical Hong Kong II Limited, a company
established under the laws of Hong Kong.
The terms and conditions of the JV Framework Agreement are described in our Current Report on Form
8-K
as filed with the SEC on November 7, 2018. Such description is not purported to be complete and is qualified in its entirety by reference to the full text of the JV Framework Agreement, which is attached
hereto as Exhibit 10.3 and is incorporated by reference into this Item 1.01.