WAITR HOLDINGS INC. : Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Financial Statements and Exhibits (form 8-K)

WTRH

Item 1.01 Entry into a Material Definitive Agreement.

Conversion Agreement

On May 13, 2022, Waitr Holdings Inc. (the "Company"), various lenders party thereto, and Luxor Capital Group, L.P. ("Luxor") entered into a conversion agreement (the "Conversion Agreement"). Pursuant to the Conversion Agreement, the lenders agreed to convert $750,000 of the outstanding principal amount of the notes issued pursuant to the existing credit agreement dated as of November 15, 2018, as amended (the "Credit Agreement"), into shares of Company common stock at a conversion rate of 5,882 shares of Company common stock per $1,000 principal amount of the notes (the "Conversion Shares").

The foregoing description of the Conversion Agreement does not purport to be complete and is qualified in its entirety by the full text of the Conversion Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Amendment No. 6 to Credit Agreement

On May 12, 2022, the Company, various lenders party thereto and Luxor entered into Amendment No. 6 to the Credit Agreement (the "Credit Agreement Amendment"). The Credit Agreement Amendment provides that subsequent to the payment in full of the term loan outstanding under the existing credit and guaranty agreement dated as of November 15, 2018, as amended (the "Credit and Guaranty Agreement"), on a quarterly basis, 50% of the proceeds of any future at-the-market public common stock issuances received by the Company will be applied to prepayment of the term loans under the Credit Agreement.

The foregoing description of the Credit Agreement Amendment does not purport to be complete and is qualified in its entirety by the full text of the Credit Agreement Amendment, which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth under the sub-header "Conversion Agreement" in Item 1.01 above is incorporated herein by reference.

The exchange of the Conversion Shares for the notes will be made pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

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