Bolt Projects Enters $1.75M Debt-For-Equity Settlement With SPC; Up To 6.99M Shares Issuable At $0.25 Floor Price, Pending Court Approval
Benzinga Newsdesk 1 year ago
NewsLegal
On August 1, 2025 (the "Settlement Date"), Bolt Projects Holdings, Inc. (the "Company") entered into a Settlement Agreement and Stipulation (the "Agreement") with Southern Point Capital Corporation ("SPC"). Pursuant to
On August 1, 2025 (the "Settlement Date"), Bolt Projects Holdings, Inc. (the "Company") entered into a Settlement Agreement and Stipulation (the "Agreement") with Southern Point Capital Corporation ("SPC"). Pursuant to the Agreement, SPC agreed to acquire outstanding liabilities of the Company in a principal amount of $1,746,358.41 (the "Claim Amount") in exchange for shares of the Company's common stock, par value $0.0001 per share (the "Common Stock") in respect of such Claim Amount (the "Settlement Shares"), plus an additional 15,000 shares of Common Stock (the "Settlement Fee Shares and, together with the Settlement Shares, the "Shares"). The Shares are issuable to SPC subject to a court order as to the fairness of the Agreement and that the Settlement Shares are exempt from registration under of the Securities Act of 1933, as amended (the "Securities Act), pursuant to Section 3(a)(10) thereunder.
The Agreement provides that the Company shall issue and deliver to SPC Shares in one or more tranches upon SPC's request to convert the Claim amount into Shares, provided that no single issuance, when aggregated with shares of Common Stock beneficially owned by SPC would be greater than 4.99% of the issued and outstanding shares of the Company's Common Stock. The Agreement also provides that the Company may not issue, and shall not be obligated to issue, any Settlement Shares to the extent such issuance would violate the Company's obligations under the Nasdaq Stock Market, including any requirement that the issuance of such shares would require approval of the Company's stockholders, until such approval has been obtained.
The number of Shares deliverable under a conversion notice shall be equal to the amount requested in such conversion notice divided by the lower of (i) the closing price of the Company's Common Stock on the Settlement Date and (ii) 77% of the average of the three (3) lowest traded prices on which at least 100 shares of Common Stock were traded during the five-trading day period preceding a conversion notice delivered pursuant to the Settlement Agreement (the "Valuation Period"), subject to a minimum price floor of $0.25 per share. In the event the Shares under a conversion notice are not delivered on the same date as the conversion notice the Valuation Period will be extended to the date the Shares are delivered to SPC, which extended Valuation Period will not adjust the number of shares of Common Stock delivered but will adjust the market price, Shares and the amount by which the Claim Amount is reduced as a result of the conversion. In the event the entire Claim Amount is settled for shares at the minimum price floor of $0.25 per share, the maximum number of shares of Common Stock issuable pursuant to the Settlement Agreement will be 6,985,434 shares of Common Stock; however, the actual number of shares to be issued will be calculated and determined as described above.
The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by the Agreement, a copy of which is filed hereto as Exhibit 10.1 and incorporated herein by reference.