PureCycle Technologies Files 8-K: Material Agreement & Equity Changes

TL;DR

PureCycle filed an 8-K detailing a new material agreement and equity changes – watch for impacts on stock.

AI Summary

PureCycle Technologies, Inc. announced on September 11, 2024, that it entered into a Material Definitive Agreement. The filing also details unregistered sales of equity securities and material modifications to the rights of security holders. Additionally, amendments to the company's articles of incorporation or bylaws and changes to its fiscal year may be involved.

Why It Matters

This filing indicates significant corporate actions, including potential new agreements and changes affecting shareholder rights, which could impact the company's future operations and stock value.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• PureCycle Technologies, Inc. (company) — Registrant
• September 11, 2024 (date) — Date of earliest event reported
• Roth CH Acquisition I Co. (company) — Former company name

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share PCT The Nasdaq Stock Mark
• $11.50 — alue per share, at an exercise price of $11.50 per share PCTTW The Nasdaq Stock Ma
• $1,000 — k "), sold at an initial issue price of $1,000 per share (the " Initial Issue Price ")
• $4.69 — (" Common Stock "), sold at a price of $4.69 per share (the " Common Stock Price "),
• $90.0 million — ny from the Offering were approximately $90.0 million before deducting fees and other estimat
• $0.01 — redeemable by the Company at a price of $0.01 per Series C Warrant if the last sales
• $22.00 — Stock has been equal to or greater than $22.00 per share (subject to adjustment for sp

Filing Documents

• pct-20240911.htm (8-K) — 69KB
• pct-ex3_1.htm (EX-3.1) — 128KB
• pct-ex4_1.htm (EX-4.1) — 193KB
• pct-ex4_2.htm (EX-4.2) — 174KB
• pct-ex10_1.htm (EX-10.1) — 312KB
• pct-ex10_2.htm (EX-10.2) — 1594KB
• pct-ex99_1.htm (EX-99.1) — 29KB
• img79646180_0.jpg (GRAPHIC) — 16KB
• 0000950170-24-106348.txt ( ) — 3021KB
• pct-20240911.xsd (EX-101.SCH) — 54KB
• pct-20240911_htm.xml (XML) — 7KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Subscription Agreement On September 11, 2024, PureCycle Technologies, Inc. (the " Company ") entered into subscription agreements (the " Subscription Agreements ") with certain investors (the " Investors "), including affiliates of Sylebra Capital Management (" Sylebra Capital ") and Samlyn Capital, LLC (" Samlyn "), pursuant to which the Company agreed to sell to the Investors, in a private placement (the " Offering "), an aggregate of (i) 50,000 shares of the Company's Series A Preferred Stock, par value $0.001 per share (" Series A Preferred Stock "), sold at an initial issue price of $1,000 per share (the " Initial Issue Price "), (ii) 8,528,786 shares of the Company's common stock, par value $0.001 per share (" Common Stock "), sold at a price of $4.69 per share (the " Common Stock Price "), and (iii) Series C Warrants to purchase an aggregate of 5,000,000 shares of Common Stock at a price of $11.50 per share of Common Stock (the " Series C Warrants ", and the shares of Common Stock issuable upon exercise of the Series C Warrants, the " Warrant Shares "). The transactions contemplated by the Subscription Agreements closed on September 13, 2024. The gross proceeds to the Company from the Offering were approximately $90.0 million before deducting fees and other estimated offering expenses. The shares of Series A Preferred Stock were issued pursuant to a Certificate of Designations (the " Certificate of Designations ") filed on September 13, 2024 with the Secretary of State of the State of Delaware to establish the preferences, limitations and relative rights of the Series A Preferred Stock. The Certificate of Designations amended the Company's Restated Certificate of Incorporation, as amended, and was effective immediately on filing. Pursuant to the Certificate of Designations, the shares of Series A Preferred Stock have a maturity date three years after the initial issue date and accrue a return equal

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information set forth under Item 1.01 is incorporated by reference into this Item 3.02. The securities being sold pursuant to the Subscription Agreements are being sold and issued without registration under the Securities Act, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and/or Rule 506 promulgated thereunder, and in reliance on similar exemptions under applicable state laws.

03. Material Modification to Rights of Security Holders

Item 3.03. Material Modification to Rights of Security Holders. The information set forth under Item 1.01 is incorporated by reference into this Item 3.03.

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth under Item 1.01 is incorporated by reference into this Item 5.03.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description of Exhibit 3.1 Certificate of Designations of Series A Preferred Stock of PureCycle Technologies, Inc. 4.1 Form of Series C Warrant 4.2 Form of Pre-Funded Warrant 10.1 Form of Subscription Agreement 10.2 Limited Consent and Sixth Amendment to Credit Agreement, dated as of May 10, 2024, among PureCycle Technologies, Inc., as the Borrower, PureCycle Technologies, LLC and PureCycle Technologies Holdings Corp., as Guarantors, the Lenders party thereto, and Madison Pacific Trust Limited, as Administrative Agent 99.1 Press release announcing the Offering dated September 11, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules upon request by the Securities and Exchange Commission

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. PureCycle Technologies, Inc. Date: September 13, 2024 By: /s/ Jaime Vasquez Jaime Vasquez, Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR