Current Report Filing (8-k)
14 Januar 2022 - 10:46PM
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2022-01-14
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CLVR:WarrantsEachWarrantExercisableForOneCommonShareAtExercisePriceOf11.50Member
2022-01-14
2022-01-14
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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 14, 2022
Clever
Leaves Holdings Inc.
(Exact name of registrant as specified in its charter)
British
Columbia, Canada
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|
001-39820
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Not
Applicable
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(State
or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S.
Employer
Identification No.)
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6501 Congress
Ave, Suite 240
Boca Raton, Florida
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33487
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(Address of principal executive
offices)
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(Zip Code)
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(212)
277- 4000
(Registrant’s telephone number, including area code)
Not
Applicable
(Former name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
|
☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which
registered
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Common
shares without par value
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CLVR
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The
Nasdaq Stock Market LLC
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Warrants,
each warrant exercisable for one common share at an exercise price of $11.50
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CLVRW
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The
Nasdaq Stock Market LLC
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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
On January 14, 2022, Clever
Leaves Holdings Inc. (the “Company”) entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”)
with Canaccord Genuity LLC, as sales agent (the “Agent” or “Canaccord”). In accordance with the terms of the Equity
Distribution Agreement, the Company may offer and sell its common shares, without par value (the “Common Shares”) having an
aggregate offering price of up to $50,000,000 from time to time through the Agent. The issuance and sale of Common Shares, if any, by
the Company under the Equity Distribution Agreement will be made pursuant to the Company’s registration statement on Form S-3, once
effective, which is being filed with the Securities and Exchange Commission (the “SEC”) on January 14, 2022 (the “Registration
Statement”), and the Company’s prospectus supplement relating to the offering filed therewith that forms part of the Registration
Statement.
Subject
to terms of the Equity Distribution Agreement, Canaccord is not required to sell any specific number or dollar amount of Common Shares
but will act as the Company’s sales agent, using commercially reasonable efforts to sell on the Company’s behalf all of the
Common Shares requested by the Company to be sold, consistent with Canaccord’s normal trading and sales practices, on terms mutually
agreed between Canaccord and the Company. Canaccord will be entitled to compensation under the terms of the Equity Distribution Agreement
at a fixed commission rate not to exceed 3.0% of the gross proceeds from each issuance and sale of Common Shares, if any.
The
foregoing description of the Equity Distribution Agreement is not complete and is qualified in its entirety by reference to the full
text of the Equity Distribution Agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
The
Registration Statement has been filed with the SEC but is not yet effective. The Common Shares may not be sold nor may offers to buy
be accepted prior to the time that the Registration Statement becomes effective. This Current Report on Form 8-K shall not constitute
an offer to sell or the solicitation of an offer to buy the Common Shares nor shall there be any sale of the Common Shares in any state
or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or other jurisdiction.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On and effective as of January 14, 2022, Etienne Deffarges voluntarily
resigned from the board of directors (the “Board”) of Clever Leaves Holdings Inc. (the “Company”). Mr. Deffarges’
resignation was not the result of any disagreement with the Board or the Company’s operations, policies, or practices. Mr. Deffarges
was the chair of the compensation committee and member of both the audit committee and nominating and corporate governance committee at
the time of his resignation. In order to remain in compliance with the audit committee and board
independence requirements of the Nasdaq continued listing standards, the Company, the Board and the nominating and corporate governance
committee of the Board are currently evaluating alternatives with respect to appointing a new independent
director to fill the vacancy created by Mr. Deffarges’ resignation.
Item 9.01. Financial Statements and Exhibits.
SIGNATURE
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.
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Clever
Leaves Holdings Inc.
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By:
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/s/ David M. Kastin
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Name:
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David M. Kastin
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Title:
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General
Counsel and Corporate Secretary
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Date:
January 14, 2022
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