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.
As previously reported, on March 18, 2021, Longview Acquisition Corp. II (“we,” “us” or the “Company”) issued a convertible promissory note (the “Promissory Note”) to Longview Investors II LLC (the “Lender”), which was amended on February 15, 2022 to increase the aggregate principal amount of the Promissory Note from $2,000,000 to $3,000,000 (as amended, the “Promissory Note”). On August 9, 2022, the Company and the Lender further amended the Promissory Note to increase the aggregate principal amount of the Promissory Note from $3,000,000 to $4,000,000. All other terms of the Promissory Note remain in full force and effect.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
| 10.1 | Amendment No. 2 to Promissory Note dated August 9, 2022 made by and between Longview Acquisition Corp. II and Longview Investors II LLC. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
The exhibits to this Current Report on Form 8-K may contain hypertext links to information on our website or other parties’ websites. The information on our website and other parties’ websites is not incorporated by reference into this Current Report on Form 8-K and does not constitute a part of this Form 8-K.
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.
Dated: August 9, 2022
| LONGVIEW ACQUISITION CORP. II | ||
| By: | /s/ Mark Horowitz | |
| Name: Mark Horowitz | ||
| Title: Chief Financial Officer | ||
Exhibit 10.1
AMENDMENT NO. 2 TO PROMISSORY NOTE
THIS SECOND AMENDMENT TO PROMISSORY NOTE (this “Amendment No. 2”) is dated as of the August 9, 2022 and is made by and between Longview Acquisition Corp. II (“Maker”) and Longview Investors II LLC (“Payee”).
RECITALS
A. Maker executed that certain Promissory Note dated March 18, 2021 in the original principal sum of up to two million dollars ($2,000,000) (the “Note”). On February 15, 2022, Maker and Payee amended the Note to increase the aggregate principal amount of the Note from $2,000,000 to $3,000,000.
| B. | Maker and Payee have agreed to further amend the Note. |
| C. | Unless otherwise set forth herein, all other provisions of the Note shall remain in full force and effect. |
| D. | All capitalized terms not defined in this Amendment No. 2 will have the meanings given to them in the Note. |
In consideration of these promises, the mutual covenants contained in this Amendment No. 2 and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:
| 1. | The introductory paragraph of the Note is hereby amended and restated in its entirety to read as follows: |
| Principal Amount: Up to $4,000,000 | Dated as of March 18, 2021 |
“Longview Acquisition Corp. II, a Delaware corporation and blank check company (the “Maker”), promises to pay to the order of Longview Investors II LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of Four Million Dollars ($4,000,000) or such lesser amount as shall have been advanced by Payee to Maker in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.”
[Signature page follows]
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed by the undersigned as of the date first above written.
| MAKER: | ||
|
LONGVIEW ACQUISITION CORP. II, a Delaware corporation
| ||
| By: | /s/ Mark Horowitz | |
| Name: Mark Horowitz | ||
| Title: Chief Financial Officer | ||
PAYEE:
|
LONGVIEW INVESTORS II LLC, a Delaware limited liability company
|
||
| By: | /s/ Mark Horowitz | |
| Name: Mark Horowitz | ||
| Title: Authorized Person | ||
[Signature Page to Amendment No. 2 to Promissory Note]