Current Report Filing (8-k)
August 06 2020 - 4:04PM
Edgar (US Regulatory)
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):
August 5, 2020
GRAF INDUSTRIAL CORP.
(Exact name of registrant as specified in
its charter)
Delaware
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001-38703
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83-1138508
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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118 Vintage Park Blvd., Suite W-22
Houston, Texas 77070
(Address of principal executive offices,
including zip code)
Registrant’s telephone number, including
area code: (281) 515-3517
Not Applicable
(Former name or former address, if changed since last report)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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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Units, each consisting of one share of common stock and one redeemable warrant
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GRAF.U
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The New York Stock Exchange
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Common stock, $0.0001 par value per share
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GRAF
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The New York Stock Exchange
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Warrants, each exercisable for three-quarters of one share of common stock
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GRAF WS
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The New York Stock Exchange
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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 x
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 August 5,
2020, Graf Industrial Corp. (the “Company” or “we”) issued an unsecured convertible promissory note
(the “Sponsor Convertible Note”) to Graf Acquisition LLC (the “Sponsor”), pursuant to which the
Company may borrow up to $1,500,000 from the Sponsor for ongoing expenses reasonably related to the business of the Company
and the consummation of the Business Combination, as defined below. All unpaid principal under the Sponsor Convertible Note
will be due and payable in full on the earlier of (i) October 31, 2020 and (ii) the effective date of a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or
more businesses (the “Business Combination”)(such earlier date, the “Maturity Date”). The Sponsor
will have the option, at any time on or prior to the Maturity Date, to convert any amounts outstanding under the Sponsor
Convertible Note into warrants to purchase shares of Company common stock, par value $0.0001 per share (“common
stock”), at a conversion price of $0.75 per warrant, with each warrant entitling the holder to purchase three-fourths
(3/4) of one share of common stock at a price of $11.50 per share, subject to the same adjustments applicable to the private
placement warrants sold concurrently with the Company’s initial public offering. As previously disclosed, the
Company’s Chief Executive Officer, James A. Graf, is the managing member of the Sponsor, which is owned by Mr. Graf,
Michael Dee, the Company’s President, Chief Financial Officer and director, and certain other investors.
The foregoing description
of the Sponsor Convertible Note does not purport to be complete and is qualified in its entirety by the provisions of the Sponsor
Convertible Note, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
Item 2.03 Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set
forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.
Item 3.02 Unregistered Sales of Equity
Securities.
The disclosure set
forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.
The issuance of the
Sponsor Convertible Note was made pursuant to the exemption from registration contained in Section 4(2) of the Securities Act of
1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) 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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GRAF INDUSTRIAL CORP.
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By:
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/s/ James A. Graf
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Name: James A. Graf
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Title: Chief Executive Officer
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Date: August 6, 2020
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