8-K: Current report filing
Published on August 4, 2022
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Emerging growth company
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| Item 1.01 | Entry Into a Material Definitive Agreement. |
On August 1, 2022, Core Scientific, Inc. (the “Company”) entered into two amended and restated bridge promissory notes, one in an aggregate principal amount of $60 million with B. Riley Commercial Capital, LLC (“B. Riley”) and one in an aggregate principal amount of $15 million with an affiliate of B. Riley (the “Notes”). The Notes amend the original notes having identical principal amounts to extend the maturity date from December 7, 2022 to June 1, 2023. The Notes bear interest at a rate of 7% per annum and amortize collectively as follows:
| Payment Dates |
Payment Amount | |||
| August 1, 2022 |
$ | 18,000,000 | ||
| September 1, 2022 |
$ | 4,875,000 | ||
| October 1, 2022 |
$ | 4,875,000 | ||
| November 1, 2022 |
$ | 4,875,000 | ||
| December 1, 2022 |
$ | 4,875,000 | ||
| January 1, 2023 |
$ | 6,250,000 | ||
| February 1, 2023 |
$ | 6,250,000 | ||
| March 1, 2023 |
$ | 6,250,000 | ||
| April 1, 2023 |
$ | 6,250,000 | ||
| May 1, 2023 |
$ | 6,250,000 | ||
The net proceeds of the notes were used by the Company for working capital and general corporate purposes.
The Notes require the proceeds of (i) any equity issuances (other than issuances consummated for purposes of making tax payments in connection with the vesting of restricted stock and restricted stock units and equity line of credit (“ELOC”) sales), (ii) any secured debt incurred on or after April 7, 2022 (other than purchase money debt) in excess of $500 million and (iii) any ELOC sales in an amount equal to 25% of the net cash proceeds received from any such ELOC sale, in each case, to be applied by the Company to repay the outstanding principal amount of the Notes.
The Notes are unsecured and not guaranteed by any subsidiary of the Company. The Company is subject to a quarterly financial reporting covenant and negative covenants restricting the Company’s ability to (i) merge or consolidate with any other person (subject to customary exceptions), (ii) make cash dividends or distributions with any material portion of the proceeds of the Notes or any other debt, (iii) dispose of all or substantially all of the assets of the Company, (iv) prepay contractually subordinated debt, (v) transact with affiliates (subject to customary exceptions) and (vi) modify or enter into any material contracts in a manner that would restrict the Company from making payments to the noteholders under the Notes or require the net cash proceeds from an equity raise to be paid to any entity other than the noteholders under the Notes. Upon the occurrence of certain events of default, the Company’s obligations under the Notes may be accelerated. Such events of default include payment defaults under the Notes, covenant defaults and other customary defaults.
In connection with the execution of the Notes, the Company agreed to pay B. Riley Securities, Inc. (“BRS”) an advisory fee of $750,000 (the “Advisory Fee”) payable in fully paid and non-assessable shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The Common Stock price to be used for purposes of determining the number of shares of Common Stock was based on 5-Day VWAP, determined as of the second Business Day preceding the effective date of the Notes. On August 1, 2022, the Company issued 386,697 shares of Common Stock to BRS in satisfaction of the Advisory Fee. The Company has agreed to register to resale of such shares of Common Stock.
The foregoing description does not constitute a complete summary of the terms of the Notes and is qualified in its entirety by reference to the copies of the Notes filed as Exhibits 10.1 and 10.2 to this Current Report, which are incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The information included in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.
| Item 3.02 | Unregistered Sales of Equity Securities |
The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02.
The shares of Common Stock issued as the Advisory Fee were issued by the Company to B. Riley in reliance upon the exemptions from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | Amended and Restated Bridge Promissory Note, dated as of August 1, 2022, by and between the Company and B. Riley Commercial Capital, LLC* | |
| 10.2 | Amended and Restated Bridge Promissory Note, dated as of August 1, 2022, by and between the Company and BRF Finance Co, LLC* | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| * | The Company has omitted certain schedules and similar attachments to such agreements pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish a copy of such omitted documents to the SEC upon request. |
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.
| Core Scientific, Inc. | ||||||
| Dated: August 4, 2022 | ||||||
| By: | /s/ Todd M. DuChene |
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| Name: | Todd M. DuChene | |||||
| Title: | Executive Vice President, General Counsel, Chief Compliance Officer and Secretary | |||||