UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 3, 2021

 

Alfi, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation)

 

001-40294		30-1107078
(Commission File Number)		(IRS Employer Identification No.)

 

428 Lenox Avenue, Suite 547

Miami Beach, Florida 33139

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code (305) 395-4520

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

	¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common stock, par value $0.0001 per share		ALF		Nasdaq Capital Market
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $4.57		ALFIW		Nasdaq Capital Market

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

  

Item 1.01.

Entry into a Material Definitive Agreement.

 

Underwriting Agreement

 

On May 3, 2021, Alfi, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) between the Company and Kingswood Capital Markets, division of Benchmark Investments, Inc., as representative (the “Representative”) of the several underwriters named in the Underwriting Agreement., relating to the Company’s underwritten public offering (the “Offering”) of its common stock, par value $0.0001 per share (the “Common Stock”) and warrants to purchase one share of Common Stock (the “Warrants”). Pursuant to the Underwriting Agreement, the Company agreed to sell 3,731,344 shares of Common Stock and 3,731,344 Warrants to the Underwriter at a combined public offering price of $4.15 per share (the “Offering Price”), and granted the Underwriter a 45-day over-allotment option to purchase up to 559,701 additional shares of Common Stock and 559,701 additional Warrants, equivalent to 15% of the shares of Common Stock and Warrants sold in the Offering (the “Option”), pursuant to the Company’s registration statement on Form S-1 (File No. 333-251959) (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”).

 

The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides that the Company will indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or contribute to payments the underwriters may be required to make because of any of those liabilities. In exchange for the underwriters’ services, the Company agreed to (i) sell the Common Stock and Warrants to the underwriters at a combined purchase price of $4.15 per share, and (ii) issue the Representative (or its designees) warrants to purchase shares of Common Stock equal to 5.0% of the aggregate number of shares of Common Stock sold in the Offering (the “ Representative’s Warrants”).

 

The Offering closed on May 6, 2021, and the Company sold 3,731,344 shares of Common Stock and 4,477,612 Warrants to the underwriters for total gross proceeds of $15.5 million, which includes 559,701 Warrants sold upon the partial exercise of the Option. After deducting the underwriting commissions, discounts, and offering expenses, the Company received net proceeds of approximately $13.9 million.

 

The foregoing summary of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Representative’s Warrants

 

On May 3, 2021, pursuant to the Underwriting Agreement, the Company issued the Representative’s Warrants to purchase up to an aggregate of 186,567 shares of Common Stock. The Representative’s Warrants may be exercised beginning on May 3, 2022 until May 3, 2026. The initial exercise price of each Warrant is $5.19 per share, which represents 125% of the Offering Price.

 

The foregoing summary of the Warrants is qualified in its entirety by reference to the full text of the form of Representative’s Warrant, a copy of which is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Warrant Agency Agreement

 

On May 6, 2021, the Company also entered into a Warrant Agency Agreement with VStock Transfer LLC (“Warrant Agency Agreement”), pursuant to which VStock Transfer LLC agreed to act as transfer agent with respect to the Warrants. The foregoing summary of the Warrant Agency Agreement is qualified in its entirety by reference to the full text of the form of Warrant Agency Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

 

Item 7.01.

Regulation FD Disclosure.

 

On May 3, 2021 and May 6, 2021, the Company issued press releases announcing the pricing of the Offering and the closing of the Offering, respectively. Copies of the press releases are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K.

 

The information disclosed under this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, is being furnished for informational purposes only and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference in any filing under the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.	Description
1.1	Underwriting Agreement, dated May 3, 2021, between the Company and Kingswood Capital Markets, division of Benchmark Investments, Inc., as representative of the underwriters named therein
4.1	Form of Representatives’ Warrant
10.1	Warrant Agency Agreement, dated as of May 6, 2021, between the Company and VStock Transfer LLC
99.1	Press release dated May 3, 2021
99.2	Press release dated May 6, 2021

 

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	ALFI, INC.
Date: May 6, 2021	By:	/s/ Paul Pereira
		Paul Pereira
		Chief Executive Officer