UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Securities Purchase Agreement
On May 29, 2024, AEye, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (the “Investors”) pursuant to which the Company agreed to issue and sell, in a registered direct offering, an aggregate of 727,706 shares (the “Shares”) of common stock, par value $0.0001 per share, of the Company at a per share purchase price of $3.4480 for gross proceeds of approximately $2.51 million, before deducting estimated offering expenses payable by the Company (the “Offering”).
Pursuant to the Purchase Agreement, certain of the Company’s executive officers and directors agreed to enter into customary lock-up agreements (the “Lock-Up Agreement”) pursuant to which they agreed, for a period of thirty (30) days following the closing date of the Offering, subject to certain exceptions, not to sell or transfer any shares of common stock beneficially owned by them or securities that are convertible into, or exchangeable or exercisable for, shares of common stock, subject to certain exceptions.
The Company is offering the Shares pursuant to an effective shelf registration statement on Form S-3 (File No. 333-274546) which was declared effective by the Securities and Exchange Commission on September 26, 2023.
The foregoing descriptions of the Purchase Agreement and the Lock-Up Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, copies of which are attached hereto as Exhibit 10.1 and Exhibit 10.2 and are incorporated herein by reference.
The Company intends to use the net proceeds from this offering for working capital and general corporate purposes.
The Purchase Agreement contains customary representations and warranties and conditions to closing. This Offering is expected to close on or about May 30, 2024, subject to the satisfaction of customary closing conditions.
This Current Report on Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there by any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state
| Item 9.01. |
Financial Statement and Exhibits.
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(d) Exhibits.
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Exhibit Number
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Description
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| 10.1 | Form of Securities Purchase Agreement, dated May 29, 2024, between AEye, Inc. and the Purchasers.* | ||
| 10.2 | Form of Lock-Up Agreement* | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company agrees to provide on a supplemental basis an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request.
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.
| AEye, Inc. | |||
| Dated: May 29, 2024 | |||
| By: | /s/ Andrew S. Hughes | ||
| Andrew S. Hughes | |||
| Senior Vice President, General Counsel & Corporate Secretary | |||