Velodyne to Register Underlying Shares to Facilitate Warrant Conversion
October 16 2020 - 6:49PM
Business Wire
As previously disclosed, Velodyne Lidar, Inc. (NASDAQ: VLDR,
VLDRW) (“Velodyne” or the “Company”), the global leader in lidar
technology, must register shares of Company common stock to allow
for warrant holders to convert warrants into shares of common stock
within 30 days of the closing of its recent business combination
with Graf Industrial Corp. (GRAF), which is the typical practice
for transactions involving special purpose acquisition companies
such as GRAF.
As previously disclosed, the Company must also register issued
and outstanding but currently unregistered shares of common stock
in settlement of a former employee’s equity award for payment of
applicable taxes.
Also, as previously disclosed, Velodyne must register the issued
and outstanding but currently unregistered shares of common stock
held by Ford Motor Company (“Ford”) from Ford’s 2016 investment in
the Series A Preferred Stock in the Company.
Velodyne announced today that it will file a resale registration
statement on SEC Form S-1 in due course to comply with such
previously disclosed obligations.
The Company plans no public or private offering of such shares
and such registration does not indicate that any such shares will
be sold into the market upon the effective date of the S-1 or
thereafter.
Common Stock to be Registered on or before October 29, 2020:
- Shares underlying warrants. The S-1 will register 18,657,384
new shares of common stock, which is the maximum number of shares
of common stock issuable upon exercise of the warrants in the GRAF
capital structure prior to the business combination on a “for cash”
basis. If the Company decides to redeem the warrants, it can
require them to be exercised in a cashless basis. In such a case,
the number of shares of common stock issued to warrants holders
upon such cashless conversion could be substantially less.
- Ford. The S-1 will register 13,065,444 shares of common stock
currently held by Ford from its 2016 investment in the Series A
Preferred Stock of the Company, which is currently outstanding but
unregistered.
- Employee award to pay applicable taxes. The S-1 will register
approximately 400,000 shares of common stock which shares are from
the Company’s existing equity pool.
This press release does not constitute an offer to sell or
the solicitation of an offer to buy any securities. Any offers,
solicitations or offers to buy, or any sales of securities will be
made in accordance with the registration requirements of the US
Securities Act of 1933, as amended (the "Securities Act"). This
announcement is being issued in accordance with Rule 135 under the
Securities Act.
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version on businesswire.com: https://www.businesswire.com/news/home/20201016005690/en/
Media Contact: Sean Dowdall Sean@landispr.com Investor
Contact: Andrew Hamer Chief Financial Officer
InvestorRelations@velodyne.com
https://investors.velodynelidar.com/
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