UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
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Explanatory Note
Item 3.03 Material Modification to Rights of Security Holders.
On November 15, 2024, in connection with the issuance of the PIPE Shares and pursuant to the Company’s Certificate of Designations of Series A Convertible Preferred Stock, because the Company issued and sold PIPE Shares at a price less than the prior $9.65 conversion price of the Company’s Series A Convertible Preferred Stock (the “Preferred Stock”), the conversion price of the Preferred Stock was adjusted to $4.50 per share (the “Conversion Price Adjustment”). After this adjustment to the conversion price of the Preferred Stock and taking into account accrued dividends on the Preferred Stock as of November 15, 2024, the 600,000 shares of the Preferred Stock outstanding prior to the consummation of the transactions contemplated by the Exchange Agreements would convert into a total of 15,212,254 shares of Common Stock (adjusted from 5,962,733 as of on the original issue date of the Preferred Stock and adjusted from 7,096,747 as of immediately prior to the issuance of the PIPE Shares after taking into account such accrued dividends). The Conversion Price Adjustment does not change the number of Exchange Shares the Holders will receive pursuant to the Exchange Agreements, but rather only the number of shares of Common Stock underlying the shares of Preferred Stock that shall remain outstanding until after the Charter Amendment becomes effective.
Also on November 15, 2024, pursuant to the warrants (the “Warrants”) to purchase in the aggregate up to 2,000,000 shares of Common Stock issued to CCP and Blackwell, because the Company issued and sold PIPE Shares at a price less than the prior $5.25 price per share at which shares of Common Stock may be purchased upon exercise of the Warrants (the “Warrant Price”), the Warrant Price was adjusted to $3.83, which represents the Warrant Floor Price under the Warrants. After this adjustment to the Warrant Price, the Warrants may be exercised to purchase up to an aggregate of 10,194,174 shares of Common Stock.
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.
| LAZYDAYS HOLDINGS, INC. | ||
| November 18, 2024 | By: | /s/ Ronald K. Fleming |
| Date | Ronald K. Fleming | |
| Interim Chief Executive Officer | ||