| Item 3.02 |
Unregistered Sales of Equity Securities. |
As previously announced, on October 21, 2022 (the “Agreement Date”), Local Bounti Corporation, a Delaware corporation (the “Company”), entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain purchasers (the “Purchasers”) pursuant to which the Company agreed to issue and sell to the Purchasers, in a private placement, shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). Pursuant to the Securities Purchase Agreement, the Company agreed to sell, and the Purchasers agreed to purchase, 9,320,000 shares (the “Common Shares”) of Common Stock at a purchase price of $2.50 (the closing price of the Common Stock on the New York Stock Exchange on October 20, 2022 (the last trading day before the Agreement Date)) per share (the “Private Placement”).
On November 2, 2022, the Company closed on the sale of 3,200,000 shares (the “Second Closing Shares”) of the Company’s Common Stock for gross proceeds of $8,000,000, pursuant to the second closing (the “Second Closing”) under the Securities Purchase Agreement. The Second Closing was subject to the effectiveness of a resale registration statement covering the resale of such Common Shares, which became effective on November 1, 2022.
At an initial closing under the Securities Purchase Agreement on October 21, 2022 (the “Initial Closing”), the Company sold, and certain Purchasers purchased, 6,120,000 shares of Common Stock for gross proceeds of $15.3 million.
Affiliates of certain members of our Board of Directors and executive officers purchased an aggregate of 280,000 shares of Common Stock in the Private Placement.
The gross proceeds to the Company from the Private Placement, before deducting estimated offering expenses payable by the Company, were $23.3 million. The Company expects to use the net proceeds for general corporate purposes.
The representations, warranties and covenants contained in the Securities Purchase Agreement were made solely for the benefit of the parties thereto and may be subject to limitations agreed upon by the contracting parties. The foregoing description of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, a copy of which is filed as Exhibit 10.1, and incorporated by reference herein.
Based in part upon the representations of the Purchasers in the Securities Purchase Agreement, the offering and sale of the Securities will be exempt from registration under Section 4(a)(2) of the Securities Act, Rule 506 of Regulation D promulgated under the Securities Act, and corresponding provisions of state securities or “blue sky” laws. The sales of the Securities by the Company in the Private Placement will not be registered under the Securities Act or any state securities laws and the Securities may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from the registration requirements. The sale of the Securities will not involve a public offering and will be made without general solicitation or general advertising. In the Securities Purchase Agreement, each Purchaser represented that it is an accredited investor, as such term is defined in Rule 501(a) of Regulation D under the Securities Act, and it is acquiring the Securities for investment purposes only and not with a view to any resale, distribution or other disposition of the Securities in violation of the United States federal securities laws.