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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): April 16, 2024
Clever Leaves Holdings Inc.
(Exact name of registrant as specified in its charter)
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| British Columbia, Canada | | 001-39820 | | Not Applicable |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Bodega 19-B Parque Industrial Tibitoc P.H, Tocancipá - Cundinamarca, Colombia | | N/A |
| (Address of principal executive offices) | | (Zip Code) |
(561) 634-7430
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K 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:
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| Title of each class | | Trading Symbol (s) | | Name of each exchange on which registered |
| Common shares without par value | | CLVR | | The Nasdaq Stock Market LLC |
| Warrants, each warrant exercisable for 1/30th common share at an exercise price of $11.50 | | CLVRW | | 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 1.02 Termination of a Material Definitive Agreement.
On April 16, 2024, Clever Leaves Holdings Inc. (the “Company”) provided a notice to Canaccord Genuity LLC (“Canaccord”) to terminate that certain Equity Distribution Agreement, dated January 14, 2022, between the Company and Canaccord (the “Equity Distribution Agreement”). Under the terms of the Equity Distribution Agreement, the Company could issue and sell common shares, without par value, having an aggregate offering price of up to $50,000,000 from time to time through Canaccord, as the sales agent. In accordance with the Equity Distribution Agreement, the termination will be effective April 26, 2024.
In connection with the termination of the Equity Distribution Agreement, the Company filed on April 16, 2024 a post-effective amendment to its Registration Statement on Form S-3 (File No. 333- 262183) (the “Registration Statement”) to withdraw and remove from registration any of the securities registered but unsold under the Registration Statement, including common shares of the Company that were covered by the “at-the-market” offering prospectus supplement filed as part of the Registration Statement.
Item 9.01. Financial Statements and Exhibits.
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Exhibit No. | Description |
| |
104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) |
SIGNATURE
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.
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| Clever Leaves Holdings Inc. |
| |
| | By: | /s/ Henry R. Hague, III |
| | Name: | Henry R. Hague, III |
| | Title: | Chief Financial Officer |
Date: April 17, 2024