Local Bounti Corporation/DE0001840780false00018407802024-01-232024-01-23

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
______________________

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 23, 2024

LOCAL BOUNTI CORPORATION
(Exact name of registrant as specified in its charter)
    
Delaware001-4012598-1584830
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
400 W. Main St.
Hamilton MT59840
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (800) 640-4016
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common stock, par value $0.0001 per share
LOCLNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐







Item 1.01 Entry into a Material Definitive Agreement.

Eighth Amendment to Credit Agreements

As previously disclosed, in September 2021, Local Bounti Corporation (the “Company”), along with certain subsidiaries of the Company, and Cargill Financial Services International, Inc. (“Cargill Financial”) entered into (a) a credit agreement (the “Original Senior Credit Agreement”) and (b) a subordinated credit agreement (the “Original Subordinated Credit Agreement” and, together with the Original Senior Credit Agreement, the “Original Credit Agreements”). Also as previously disclosed, in March 2022, August 2022, December 2022, January 2023, March 2023 and October 2023, the Company, along with certain subsidiaries of the Company and Cargill Financial, entered into that certain First Amendment to Credit Agreements and Subordination Agreement, that certain Second Amendment to Credit Agreements, that certain Third Amendment to Credit Agreements, that certain Fourth Amendment to Credit Agreements, that certain Fifth Amendment to Credit Agreements, that certain Sixth Amendment to Credit Agreements and that certain Seventh Amendment to Credit Agreements, respectively, to amend the Original Credit Agreements (as amended, the “Credit Agreements”).

On January 23, 2024, the Company, along with certain subsidiaries of the Company, entered into an Eighth Amendment to Credit Agreements (the “Eighth Amendment”) with Cargill Financial to further amend the Credit Agreements. The Eighth Amendment allows for the payment in kind of the quarterly interest payments due and payable for the quarter ending March 31, 2024.

Common Stock Purchase Warrant Amendment

On January 23, 2024, the Company entered into an Amendment to Common Stock Purchase Warrant (the “Warrant Amendment”) with Cargill Financial to amend that certain Common Stock Purchase Warrant, dated March 28, 2023, issued by the Company to Cargill Financial (the “Original Warrant” and as amended, the “Warrant”) to amend the exercise price under Section 2(b) thereunder from $13.00 (as adjusted for the Company’s 1-for-13 reverse stock split effected on June 15, 2023 (the “Reverse Stock Split”)) to $6.50 per share of Common Stock.

The Original Warrant was issued by the Company to Cargill Financial to purchase up to 5,353,846 shares of Common Stock (as adjusted for the Reverse Stock Split). Pursuant to the Warrant Amendment, the Warrant entitles Cargill Financial to purchase 5,353,846 shares of Common Stock at an exercise price of $6.50 per share.

All capitalized terms above that are not defined elsewhere have the meanings ascribed to them in the Eighth Amendment, the Credit Agreements or the Warrant Amendment, as applicable. The foregoing descriptions of the Eighth Amendment, the Warrant Amendment and the transactions contemplated thereby do not purport to be complete and are qualified in their entirety by reference to the full texts of the Eighth Amendment and the Warrant Amendment, copies of which are attached hereto as Exhibit 10.1 and Exhibit 4.1, respectively, and 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 provided in Item 1.01 under “Eighth Amendment to Credit Agreements” of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.
Description
4.1
10.1
104
Cover Page Interactive Data File (formatted as inline XBRL)





SIGNATURE

Pursuant to the requirements of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Local Bounti Corporation
/s/ Kathleen Valiasek
Name:  Kathleen Valiasek
Title:    Chief Financial Officer
Date: January 26, 2024