Greenidge Generation Enters Material Agreement, Sells Equity

Ticker: GREEL · Form: 8-K · Filed: Feb 16, 2024 · CIK: 1844971

Greenidge Generation Holdings Inc. 8-K Filing Summary
FieldDetail
CompanyGreenidge Generation Holdings Inc. (GREEL)
Form Type8-K
Filed DateFeb 16, 2024
Risk Levelmedium
Pages3
Reading Time4 min
Key Dollar Amounts$4, $6,000,003, $0.0001, $5,999,922.78, $5.25
Sentimentneutral

Sentiment: neutral

Topics: equity-sale, material-agreement, debt

TL;DR

**Greenidge Generation just sold more equity and made a big new deal, watch for impact on their 2026 notes!**

AI Summary

Greenidge Generation Holdings Inc. entered into a material definitive agreement on February 12, 2024, involving the unregistered sale of equity securities. The company, incorporated in Delaware, reported this event via an 8-K filing on February 16, 2024. This filing indicates a significant financial transaction related to its common stock and senior notes due 2026.

Why It Matters

This filing signals a new financial agreement and equity issuance for Greenidge Generation, potentially impacting its capital structure and future operations.

Risk Assessment

Risk Level: medium — The unregistered sale of equity securities and entry into a material definitive agreement could dilute existing shareholders and alter the company's debt profile.

Key Players & Entities

  • Greenidge Generation Holdings Inc. (company) — registrant
  • Delaware (company) — state of incorporation
  • February 12, 2024 (date) — date of earliest event reported
  • February 16, 2024 (date) — filing date
  • 001-40808 (company) — Commission File Number

FAQ

What was the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing was on February 12, 2024.

What type of agreement did Greenidge Generation Holdings Inc. enter into?

Greenidge Generation Holdings Inc. entered into a Material Definitive Agreement.

What type of securities were sold as reported in this filing?

The filing reports Unregistered Sales of Equity Securities.

What is the state of incorporation for Greenidge Generation Holdings Inc.?

Greenidge Generation Holdings Inc. is incorporated in Delaware.

What is the business address of Greenidge Generation Holdings Inc.?

The business address of Greenidge Generation Holdings Inc. is 135 Rennell Drive, 3rd Floor, Fairfield, CT 06890.

Filing Stats: 893 words · 4 min read · ~3 pages · Grade level 10.5 · Accepted 2024-02-16 09:39:44

Key Financial Figures

  • $4 — s and the Pre-Funded Warrant Shares was $4.76, resulting in aggregate gross procee
  • $6,000,003 — esulting in aggregate gross proceeds of $6,000,003.80, and after giving effect to the exer
  • $0.0001 — giving effect to the exercise price of $0.0001 per Pre-Funded Warrant Share, the Compa
  • $5,999,922.78 — e, the Company received net proceeds of $5,999,922.78. In addition, the Company issued to Arm
  • $5.25 — om time to time at an exercise price of $5.25 per share (the " Warrant Shares "). P

Filing Documents

01 – Entry into a Material Definitive Agreement

Item 1.01 – Entry into a Material Definitive Agreement On February 12, 2024, Greenidge Generation Holdings Inc. (" Greenidge " or the " Company ") entered into a securities purchase agreement (the " SPA ") with Armistice Capital Master Fund Ltd. (" Armistice "), a New York based hedge fund. Pursuant to the SPA, Armistice purchased (i) 450,350 shares (the " Shares ") of the Company's Class A common stock, and (ii) a pre-funded Class A common stock purchase warrant (the " Pre-Funded Warrant ") for 810,025 shares of the Company's common stock (the " Pre-Funded Warrant Shares "). The per share purchase price of the Shares and the Pre-Funded Warrant Shares was $4.76, resulting in aggregate gross proceeds of $6,000,003.80, and after giving effect to the exercise price of $0.0001 per Pre-Funded Warrant Share, the Company received net proceeds of $5,999,922.78. In addition, the Company issued to Armistice a five (5) year Class A common stock purchase warrant (the " Common Stock Purchase Warrant ") entitling Armistice, commencing on August 14, 2024, to acquire up to 1,260,505 shares of the Company's Class A common stock from time to time at an exercise price of $5.25 per share (the " Warrant Shares "). Pursuant to the SPA, the Company is obligated to file a registration statement on Form S-1, or a prospectus supplement to its registration statement on Form S-3, covering the Shares, the Pre-Funded Warrant Shares and the Warrant Shares on the later of thirty (30) days after the date of the SPA or ten (10) days after the Company files its Annual Report on Form 10-K for the year ended December 31, 2023. The foregoing descriptions of the SPA, the Pre-Funded Warrant, and the Common Stock Purchase Warrant do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, each of which is attached to this Current Report on Form 8-K as Exhibits 10.1, 10.2, and 10.3, respectively, and are incorporated by reference herein.

02 – Unregistered Sale of Equity Securities

Item 3.02 – Unregistered Sale of Equity Securities The information contained above in Item 1.01 is incorporated by reference into this Item 3.02. The shares of Common Stock issued under the SPA, and issuable pursuant to the Pre-Funded Warrant and Common Stock Purchase, as well as the Pre-Funded Warrant and Common Stock Purchase Warrant, are being offered and sold in a transaction exempt from registration under the Securities Act, in reliance on Section 4(a)(2) of the Securities Act. Armistice has represented to the Company in the SPA that it is an "accredited investor," as defined in Rule 501(a) of Regulation D under the Securities Act.

01 - Financial Statements and Exhibits

Item 9.01 - Financial Statements and Exhibits (d) The following exhibits are being filed herewith: Exhibit No. Description 10.1 Securities Purchase Agreement, dated February 12, 2024, by and between Greenidge Generation Holdings Inc. and Armistice Capital Master Fund Ltd. 10.2 Pre-Funded Common Stock Purchase Warrant, dated February 14, 2024, issued by Greenidge Generation Holdings Inc. to Armistice Capital Master Fund Ltd. 10.3 Common Stock Purchase Warrant, dated February 14, 2024, issued by Greenidge Generation Holdings Inc. issued to Armistice Capital Master Fund Ltd. 99.1 Press Release dated February 12, 2024 issued by Greenidge Generation Holdings Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE 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 on this 16th day of February, 2024. Greenidge Generation Holdings Inc. By: /s/ Christian Mulvihill Name: Christian Mulvihill Title: Chief Financial Officer

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