Abacus Life Enters Material Agreement, Files 8-K

TL;DR

Abacus Life signed a big deal for its unsecured notes, filed an 8-K.

AI Summary

On June 20, 2024, Abacus Life, Inc. entered into a Material Definitive Agreement related to its fixed unsecured notes. The company also disclosed information under Regulation FD and filed financial statements and exhibits.

Why It Matters

This filing indicates a significant contractual development for Abacus Life, Inc., potentially impacting its financial structure and obligations related to its unsecured notes.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements can introduce new financial obligations or risks, the specifics of which are not fully detailed in this initial report.

Key Numbers

• 001-39403 — SEC File Number (Identifies the company's filing with the SEC.)
• 85-1210472 — IRS Employer Identification Number (Company's tax identification number.)

Key Players & Entities

• Abacus Life, Inc. (company) — Registrant
• June 20, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 2101 Park Center Drive, Suite 200 Orlando, Florida 32835 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — ich registered Common stock, par value $0.0001 per share ABL The NASDAQ Stock Market L
• $11.50 — of common stock at an exercise price of $11.50 per share ABLLW The NASDAQ Stock Market

Filing Documents

• abl-20240620.htm (8-K) — 36KB
• exhibit11-closing8xk.htm (EX-1.1) — 260KB
• exhibit991-closing8xk.htm (EX-99.1) — 13KB
• exhibit992-closing8xk.htm (EX-99.2) — 12KB
• abacuslogo.jpg (GRAPHIC) — 20KB
• logo1a.jpg (GRAPHIC) — 56KB
• 0001628280-24-029592.txt ( ) — 657KB
• abl-20240620.xsd (EX-101.SCH) — 3KB
• abl-20240620_def.xml (EX-101.DEF) — 16KB
• abl-20240620_lab.xml (EX-101.LAB) — 28KB
• abl-20240620_pre.xml (EX-101.PRE) — 17KB
• abl-20240620_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On June 20, 2024, Abacus Life, Inc. (the "Company" or "Abacus") entered into an underwriting agreement (the "Underwriting Agreement") with Piper Sandler & Co., TD Securities (USA) LLC, B. Riley Securities, Inc. and KKR Capital Markets LLC, as representatives ("Representatives") of the several underwriters (the "Underwriters"), relating to the previously announced underwritten offering of 10,000,000 shares of common stock, par value $0.0001 per share, of the Company (the "Common Stock" and such offering, the "Offering"). Under the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to 1,500,000 additional shares of Common Stock (the "Option"). On June 21, 2024, the Underwriters exercised the Option in full. The Offering closed on June 24, 2024. The Company made certain customary representations, warranties and covenants concerning the Company and the Registration Statement (as defined below) in the Underwriting Agreement and also agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). The Offering was made pursuant to a registration statement on Form S-1 (File No. 333-279347) (the "Registration Statement") that was filed with the U.S. Securities and Exchange Commission (the "SEC") and declared effective on June 20, 2024, including the prospectus forming a part of the Registration Statement, a preliminary prospectus, which was filed with the SEC on June 13, 2024, and a final prospectus, which was filed with the SEC on June 21, 2024, pursuant to Rule 424(b) under the Securities Act. This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any of the shares of Common Stock. The foregoing summary of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the ful

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On June 20, 2024, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached as Exhibit 99.1 hereto. On June 24, 2024, the Company issued a press release announcing the closing of the Offering. A copy of the press release is attached as Exhibit 99.2 hereto. The information in this Item 7.01 is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) The following exhibits are being filed herewith: Exhibit No. Description 1.1 Underwriting Agreement, dated June 20, 2024, by and between Abacus Life, Inc. and Piper Sandler & Co., TD Securities (USA) LLC, B. Riley Securities, Inc. and KKR Capital Markets LLC, as Representatives of the several Underwriters named in Schedule I thereto 99.1 Press Release entitled "Abacus Life Announces Pricing of Public Offering of Common Stock" dated June 20, 2024. 99.2 Press Release entitled "Abacus Life Announces Closing of Public Offering of 11,500,000 Shares of Common Stock" dated June 24, 2024.

Forward Looking Statements

Forward Looking Statements This Current Report on Form 8-K and certain of the materials furnished or filed herewith contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including, without limitation, statements regarding Abacus' public offering. The words "may," "will," "could," "would," "should," "expect," "plan," "anticipate," "intend," "believe," "estimate," "predict," "project," "potential," "continue," "target" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Any forward-looking statements, are based on management's current expectations and beliefs and are subject to a number of risks, uncertainties and important factors that may cause actual events or results to differ materially from those expressed or implied by any forward-looking statements. These and other risks and uncertainties are described in greater detail in the section entitled "Risk Factors" in Abacus' most recent annual report on Form 10-K, as amended, and quarterly report on Form 10-Q filed with the SEC, as well as discussions of potential risks, uncertainties, and other important factors in Abacus' other filings with the SEC, including those contained in the final prospectus and accompanying prospectus related to the public offering filed with the SEC. Any forward-looking statements represent Abacus' views only as of the date hereof and should not be relied upon as representing its views as of any subsequent date. Abacus explicitly disclaims any obligation to update any forward-looking statements, except as required by law.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ABACUS LIFE, INC. Date: June 24, 2024 By: /s/ Jay Jackson Jay Jackson Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR