Abacus Life, Inc. Reports Definitive Agreement and Equity Sales

Ticker: ABXL · Form: 8-K · Filed: Jul 18, 2024 · CIK: 1814287

Sentiment: neutral

Topics: financing, equity-sale, debt-issuance

TL;DR

Abacus Life just signed a deal for unsecured notes and sold some stock.

AI Summary

On July 18, 2024, Abacus Life, Inc. entered into a material definitive agreement related to the issuance of fixed unsecured notes. The company also reported unregistered sales of equity securities and made a Regulation FD disclosure. Abacus Life, Inc. is incorporated in Delaware and headquartered in Orlando, Florida.

Why It Matters

This filing indicates Abacus Life, Inc. is engaging in new financing activities through unsecured notes and has completed unregistered equity sales, which could impact its capital structure and shareholder base.

Risk Assessment

Risk Level: medium — The filing details a material definitive agreement for unsecured notes and unregistered equity sales, which can introduce financial and dilution risks.

Key Numbers

Key Players & Entities

FAQ

What is the nature of the material definitive agreement entered into by Abacus Life, Inc. on July 18, 2024?

The filing indicates the agreement is related to the issuance of fixed unsecured notes.

What other significant events are reported in this 8-K filing?

The filing also reports unregistered sales of equity securities and a Regulation FD disclosure.

When was Abacus Life, Inc. formerly known as East Resources Acquisition Co?

The date of the name change from East Resources Acquisition Co to Abacus Life, Inc. was June 5, 2020.

Where is Abacus Life, Inc. headquartered?

Abacus Life, Inc. is headquartered at 2101 Park Center Drive, Suite 200, Orlando, Florida 32835.

What is the SIC code for Abacus Life, Inc.?

The Standard Industrial Classification (SIC) code for Abacus Life, Inc. is 6282, which corresponds to Investment Advice.

Filing Stats: 2,078 words · 8 min read · ~7 pages · Grade level 14.2 · Accepted 2024-07-18 17:14:36

Key Financial Figures

Filing Documents

01 Entry Into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive Agreement On July 18, 2024, Abacus Life, Inc. ("Abacus"), entered into a Share Purchase Agreement (the "Share Purchase Agreement"), by and among Abacus, Carlisle Management Company S.C.A., a corporate partnership limited by shares established under the laws of Luxembourg ("CMC"), Carlisle Investment Group S.A.R.L., a private limited liability company incorporated under the laws of Luxembourg ("CIG," and together with CMC, the "Companies"), the sellers party thereto (the "Sellers"), and (solely with respect to certain provisions identified therein) Jose Esteban Casares Garcia, Manorhaven Holdings, LLC, Pacific Current Group Limited, certain equityholders of CMC Vehicle, LLC and Pillo Portsmouth Holding Company, LLC, a Delaware limited liability company , in its capacity as the Sellers' Representative thereunder, pursuant to which Abacus will acquire all of the outstanding shares of CMC and CIG (the "Transaction"). The Companies are a Luxembourg based investment manager in the life settlement space. Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Share Purchase Agreement. Under the terms and conditions of the Share Purchase Agreement, the aggregate consideration to be paid to the Sellers in the Transaction of approximately $200 million will consist of (a) newly issued shares of Abacus common stock, par value $0.0001 per share, with an aggregate value equal to 62.3% of the Estimated Purchase Price, using a price per share of $13.05 (the "Closing Stock Consideration"), provided that such Closing Stock Consideration shall not exceed 19.9% of the total number of issued and outstanding shares of Abacus common stock immediately prior to such issuance, and (b) newly issued fixed rate senior notes of Abacus, which are identical as to seniority, redemption, redemption events, redemption price, maturity date and interest as, and otherwise substantially similar to, Abacus' 9.875%

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities The information set forth in Item 1.01 of this Current Report is incorporated by reference in response to this Item 3.02. The issuance of the Stock Consideration to the Sellers will be completed in reliance on the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof as a transaction by an issuer not involving any public offering.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On July 18, 2024, Abacus issued a press release announcing the execution of the Share Purchase Agreement. A copy of the press release is being furnished as Exhibit 99.2 to this Current Report and is incorporated by reference herein. The information contained in Item 2.02 and this Item 7.01, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed "filed" with the U.S. Securities and Exchange Commission or otherwise incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

01. Financial Statement and Exhibits

Item 9.01. Financial Statement and Exhibits. (d) Exhibits. Exhibit Number Exhibit Description 2.1 Share Purchase Agreement, by and among Abacus Life, Inc., Carlisle Management Company S.C.A., Carlisle Investment Group S.A.R.L., the Sellers party thereto, Jose Eseteban Casares Garcia, Manorhaven Holdings, LLC, Pacific Current Group Limited, certain equityholders of CMC Vehicle, LLC and Pillo Portsmouth Holding Company, LLC, in its capacity as the Sellers' Representative thereunder, dated as of July 18, 2024.*, 99.1 Press Release, dated July 18, 2024, announcing the execution of the Share Purchase Agreement. 104 Cover Page Interactive Data File (formatted as inline XBRL). * Schedules, annexes and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules, annexes and/or exhibits upon request by the SEC; provided, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") for any schedules so furnished.

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, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Abacus Life, Inc. (Registrant) Date: July 18, 2024 By: /s/ Jay Jackson Name: Jay Jackson Title: Chief Executive Officer

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