ARKO Corp. Enters Warrant Agreement, Terminates Another

Ticker: ARKO · Form: 8-K · Filed: 2024-03-28T00:00:00.000Z

Sentiment: neutral

Topics: warrants, definitive-agreement, financial-statements

TL;DR

ARKO Corp. just made a deal on warrants at $11.50 and ditched another agreement. Watch for dilution.

AI Summary

On March 26, 2024, ARKO Corp. entered into a material definitive agreement related to warrants, with each warrant exercisable for one share of common stock at an exercise price of $11.50. The company also reported the termination of a material definitive agreement on the same date. This filing includes financial statements and exhibits.

Why It Matters

This filing indicates a change in ARKO Corp.'s capital structure or financing arrangements through the issuance or modification of warrants, potentially impacting share count and dilution.

Risk Assessment

Risk Level: medium — The entry into a new warrant agreement and termination of another suggests potential financial restructuring or strategic shifts that could impact the company's financial health and stock performance.

Key Numbers

$11.50 — Warrant Exercise Price (This is the price at which holders can convert warrants into shares of common stock.)

Key Players & Entities

ARKO Corp. (company) — Registrant
$11.50 (dollar_amount) — Exercise price for warrants
March 26, 2024 (date) — Date of earliest event reported

FAQ

What is the nature of the material definitive agreement entered into by ARKO Corp. on March 26, 2024?

ARKO Corp. entered into a material definitive agreement concerning warrants, where each warrant is exercisable for one share of common stock at an exercise price of $11.50.

What was the termination event reported by ARKO Corp. on March 26, 2024?

ARKO Corp. reported the termination of a material definitive agreement on March 26, 2024.

What is the exercise price for the warrants mentioned in the filing?

The exercise price for the warrants is $11.50 per share.

What is the date of the earliest event reported in this 8-K filing?

The date of the earliest event reported is March 26, 2024.

What type of company is ARKO Corp. according to its SIC code?

ARKO Corp. is classified under RETAIL-CONVENIENCE STORES [5412].

From the Filing

0000950170-24-037603.txt : 20240328 0000950170-24-037603.hdr.sgml : 20240328 20240328070011 ACCESSION NUMBER: 0000950170-24-037603 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 14 CONFORMED PERIOD OF REPORT: 20240326 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20240328 DATE AS OF CHANGE: 20240328 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARKO Corp. CENTRAL INDEX KEY: 0001823794 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CONVENIENCE STORES [5412] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 852784337 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-39828 FILM NUMBER: 24793426 BUSINESS ADDRESS: STREET 1: 8565 MAGELLAN PKWY STREET 2: SUITE 400 CITY: RICHMOND STATE: VA ZIP: 23227 BUSINESS PHONE: 804-730-1568 MAIL ADDRESS: STREET 1: 8565 MAGELLAN PKWY STREET 2: SUITE 400 CITY: RICHMOND STATE: VA ZIP: 23227 8-K 1 arko-20240326.htm 8-K 8-K 0001823794 false 0001823794 2024-03-26 2024-03-26 0001823794 arko:WarrantsEachWarrantExercisableForOneShareOfCommonStockAtAnExercisePriceOf1150Member 2024-03-26 2024-03-26 0001823794 us-gaap:CommonStockMember 2024-03-26 2024-03-26   UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM 8-K   CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2024         ARKO Corp. (Exact name of Registrant as Specified in Its Charter)     Delaware 001-39828 85-2784337 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)           8565 Magellan Parkway Suite 400   Richmond , Virginia   23227-1150 (Address of Principal Executive Offices)   (Zip Code)   Registrant’s Telephone Number, Including Area Code: (804) 730-1568     (Former Name or Former Address, if Changed Since Last Report)   Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class   Trading Symbol(s)   Name of each exchange on which registered Common Stock, $0.0001 par value per share   ARKO   The Nasdaq Stock Market LLC Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $11.50   ARKOW   The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐   Item 1.01 Entry into a Material Definitive Agreement. Amendment to TEG Purchase Agreement As previously reported, on March 1, 2023 (the “Closing Date”), GPM Investments, LLC, a Delaware limited liability company (“GPM”) and a subsidiary of ARKO Corp., a Delaware corporation (“ARKO” or th