| Item 1.01. | Entry into a Material Definitive Agreement. |
Warrant Exercise Agreement
On March 4, 2024, BigBear.ai Holdings, Inc. (the “Company”) entered into a warrant exercise agreement (the “Warrant Exercise Agreement”) with an existing accredited investor (the “Investor”) to exercise in full an outstanding Common Stock Purchase Warrant (the “Exercise”) to purchase up to an aggregate of 13,888,889 shares of the Company’s common stock (the “Existing Warrant”). In consideration for the immediate and full exercise of the Existing Warrant for cash, the Investor received a new unregistered Common Stock Purchase Warrant to purchase up to an aggregate of 9,000,000 shares of the Company’s common stock (the “New Warrant”) in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933 (the “Securities Act”).
The New Warrant will become exercisable commencing at any time on or after September 5, 2024 (the “Exercise Date”), with an expiration date five years after the Exercise Date, with an exercise price per share equal to $4.75. The Company agreed to file a resale registration statement on Form S-1 or Form S-3, if eligible, within 30 days with respect to the New Warrant and the shares of common stock issuable upon exercise of the New Warrant. The New Warrant includes beneficial ownership restrictions that prevent the Investor from owning more than 9.99% of the Company’s outstanding common stock at any time.
The gross proceeds to the Company from the Exercise are expected to be approximately $33.2 million, prior to deducting estimated offering expenses.
The foregoing descriptions of the Warrant Exercise Agreement and the New Warrant are not complete and are qualified in their entirety by reference to the full text of the Warrant Exercise Agreement and the form of the New Warrant, copies of which are attached hereto as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
Pursuant to the Warrant Exercise Agreement, the Company agreed not to (a) issue any shares of Common Stock or Common Stock equivalents or (b) file any other registration statement with the U.S. Securities and Exchange Commission (in each case, subject to certain exceptions) until thirty (30) days after the closing date.
| Item 3.02. | Unregistered Sales of Equity Securities. |
The information in Item 1.01 above is incorporated herein by reference. The New Warrant described in Item 1.01 above was offered in a private placement pursuant to an applicable exemption from the registration requirements of the Securities Act and, along with the shares of common stock issuable upon the exercise thereof, have not been registered under the Securities Act, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from such registration requirements. The securities were offered only to accredited investors.
This report shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
