UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
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Item 1.01 Entry into a Material Definitive Agreement.
Securities Purchase Agreement
On March 14, 2024, Presto Automation Inc. (the “Company”) entered into a securities purchase agreements (the “Purchase Agreement”) with several investors (the “Purchasers”) relating to the issuance and sale of an aggregate of 4,800,000 shares of the Company’s common stock, par value $0.0001 per share (the “Offering”).
Pursuant to the Purchase Agreement, the Company issued 4,800,000 shares of common stock at an offering price of $0.25. The aggregate gross proceeds to the Company from the Offering were approximately $1,200,000, before deducting placement agent fees and other estimated Offering expenses payable by the Company. The Offering closed on March 18, 2024.
The Offering is being made pursuant to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-275112), which was previously filed with the Securities and Exchange Commission (the “SEC”) on October 20, 2023 and declared effective on October 30, 2023, and a prospectus supplement, dated March 14, 2024, and accompanying prospectus, dated October 30, 2023.
The foregoing summary does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.05 Costs Associated with Exit or Disposal Activities
On March 14, 2024, in furtherance of previously-announced plan to implement a strategic wind-down plan with respect to the Company’s Touch business, the Company’s board approved and the Company commenced a reduction in force affecting 24 corporate roles, or 18% of the Company’s workforce. The Company estimates that this will result in approximately $3,100,000 in annualized cost savings. Affected employees were informed of the reduction in force on or about this date. The Company expects the reduction in force to be substantially complete by the end of the fiscal fourth quarter of 2024. Total costs and cash expenditures for the reduction in force are estimated at $0.4 million, substantially all of which are related to employee severance and benefits costs and will be recognized in the fiscal third and fourth quarter of 2024. The Company expects to pay the majority of these reduction in force amounts in the fiscal third quarter of 2024.
Item 8.01 Other Events
Liquidity Update
The Company projects that the net proceeds from the Offering, together with the Company’s other cash resources and projected revenues, are sufficient for the Company to sustain its operations through April 1, 2024. The Company is currently exploring alternatives and in discussions with potential investors to raise capital.
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Forward Looking Statements
This Current Report on Form 8-K (the “Form 8-K”) contains statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this Form 8-K, regarding the Company’s strategy, future operations, prospects, plans and objectives of management, are forward-looking statements. When used in this Form 8-K, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “initiatives,” “continue,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. The forward-looking statements speak only as of the date of this Form 8-K or as of the date they are made. The Company cautions you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of the Company. In addition, the Company cautions you that the forward-looking statements contained in this Form 8-K are subject to risks and uncertainties, including but not limited to, the Company’s ability to secure additional capital resources, and those additional risks and uncertainties discussed under the heading “Risk Factors” in the Form 10-K filed by the Company with the SEC on October 11, 2023 and the other documents filed, or to be filed, by the Company with the SEC. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in the reports that the Company has filed and will file from time to time with the SEC. These SEC filings are available publicly on the SEC’s website at www.sec.gov. Should one or more of the risks or uncertainties described in this Form 8-K materialize or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Except as otherwise required by applicable law, the Company disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Form 8-K.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 5.1 | Opinion of Paul Hastings LLP | |
| 10.1 | Form Securities Purchase Agreement | |
| 23.1 | Consent of Paul Hastings LLP (included in Exhibit 5.1) | |
| 104 | Cover page interactive data file (embedded within the Inline XBRL document) |
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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.
| PRESTO AUTOMATION, INC. | |||
| Date: March 18, 2024 | By: | /s/ Susan Shinoff | |
| Name: | Susan Shinoff | ||
| Title: | General Counsel and Corporate Secretary | ||
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