Abacus Life Enters Material Definitive Agreement

TL;DR

Abacus Life signed a big deal for its unsecured notes on Nov 21.

AI Summary

On November 21, 2024, Abacus Life, Inc. entered into a material definitive agreement related to its fixed unsecured notes. The company, formerly known as East Resources Acquisition Co., is incorporated in Delaware and headquartered in Orlando, Florida.

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 detailed in this initial filing.

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
• East Resources Acquisition Co. (company) — Former company name
• November 21, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Orlando, Florida (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — ich registered Common stock, par value $0.0001 per share ABL The NASDAQ Capital Market
• $11.50 — of common stock at an exercise price of $11.50 per share ABLLW The NASDAQ Capital Mark
• $8.00 — mon Stock, each at an offering price of $8.00 per share (collectively, the "Offering"
• $80 million — able by the Company, were approximately $80 million. Approximately $20 million was paid in
• $20 million — pproximately $80 million. Approximately $20 million was paid in connection with the sale of

Filing Documents

• abl-20241121.htm (8-K) — 38KB
• exhibit11-closing8xknov.htm (EX-1.1) — 320KB
• exhibit991-closing8xknov.htm (EX-99.1) — 20KB
• exhibit992-closing8xknov.htm (EX-99.2) — 16KB
• abacuslogo.jpg (GRAPHIC) — 62KB
• abacuslogoa.jpg (GRAPHIC) — 62KB
• 0001628280-24-049186.txt ( ) — 805KB
• abl-20241121.xsd (EX-101.SCH) — 3KB
• abl-20241121_def.xml (EX-101.DEF) — 16KB
• abl-20241121_lab.xml (EX-101.LAB) — 28KB
• abl-20241121_pre.xml (EX-101.PRE) — 17KB
• abl-20241121_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On November 21, 2024, Abacus Life, Inc. (the "Company" or "Abacus") entered into an underwriting agreement (the "Underwriting Agreement") with certain stockholders of the Company (the "Selling Stockholders") and Piper Sandler & Co., TD Securities (USA) LLC, KKR Capital Markets LLC, B. Riley Securities, Inc. and SG Americas Securities, LLC, as representatives ("Representatives") of the several underwriters (the "Underwriters"), relating to the previously announced underwritten (i) offering, issuance and sale by the Company of 10,000,000 shares of the Company's common stock, par value $0.0001 per share (the "Common Stock") and (ii) offering and sale by the Selling Stockholders of 2,500,000 shares of the Company's Common Stock, each at an offering price of $8.00 per share (collectively, the "Offering"). The Offering closed on November 25, 2024. 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 "Company Option") and the Selling Stockholders granted the Underwriters a 30-day option to purchase up to 375,000 additional shares of Common Stock (the "Selling Stockholders Option" and, together with the Company Option, the "Option"). The gross proceeds to the Company from the Offering, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company, were approximately $80 million. Approximately $20 million was paid in connection with the sale of shares by the Selling Stockholders. The Company intends to use the net proceeds that it receives from the primary offering for its operations, including the purchase of life settlement policies, to support its overall business strategy, for working capital purposes, and for general corporate purposes, which may include funding previously announced and future acquisitions and repayment and refinancing of its indebtednes

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On November 21, 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 November 25, 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 November 21, 2024, by and among Abacus Life, Inc., the Selling Stockholders and Piper Sandler & Co., TD Securities (USA) LLC, KKR Capital Markets LLC, B. Riley Securities, Inc. and SG Americas Securities, 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 November 21, 2024. 99.2 Press Release entitled "Abacus Life Announces Closing of Public Offering of 12,500,000 Shares of Common Stock" dated November 25, 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 the offering described herein. 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 supplements and accompanying prospectuses 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: November 25, 2024 By: /s/ Jay Jackson Jay Jackson Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR