CLEVER LEAVES HOLDINGS INC. : Material Change in Rights of Security Holders, Change in Directors or Principal Officers, Disclosure of Regulation FD, Financial Statements and Exhibits (Form 8-K)

Section 3.03. Material Changes to Securityholder Rights.

At February 2, 2022, Special Purpose Acquisition Sponsor of Schultze, LLC(the “Licensor”) has entered into a waiver of certain rights (the “Waiver”) with Clever Leaves Holdings Inc. (the “Company”), pursuant to which the Holder (1) has waived his right to exercise any of his 4,900,000 warrants to purchase ordinary shares of the Company, without par value (the ” Common Shares”), which waiver will terminate on 61 days written notice to the Company; (2) has waived its right to appoint a director to the board of directors of the Company (the “Board”) pursuant to the Investor Rights Agreement, dated December 18, 2020by and between the Company, the Holder and certain investors named therein, until the earlier of George J. Schultze (i) ceases to be a member of the Audit Committee of the Board of Directors (the “Audit Committee”) or (ii) ceases to be eligible to be a member of the Audit Committee under the rules and regulations Nasdaq (the period beginning on February 2, 2022 and ending on such date, the “Restriction Period”); (3) agreed not to acquire, directly or indirectly, by purchase or otherwise, beneficial or economic ownership of any securities of the Company during the Restricted Period; and (4) has agreed that he will not, without the prior written consent of the Board, dispose of Common Stock, Warrants or securities convertible, exercisable or exchangeable for Common Stock prior to the date that is twelve ( 12) months after the date of waiver.

The above summary of the disclaimer does not purport to be complete and is qualified in its entirety by the disclaimer, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Section 5.02. Departure of directors or certain managers; Election of directors; Appointment of certain leaders; Compensatory provisions of certain executives.

At February 1, 2022the Council has appointed George J. Schultze as a new director and member of the audit committee, as of the entry into force of the waiver by the company and the holder, to fill the vacancy created by the departure of Etienne Deffargesas shown on the company’s Form 8-K, filed with the Securities Exchange Commission (the “SEC”) on January 14, 2022.

Mr. Schultze’s appointment to the board of directors was conditional upon the company and holder entering into the waiver, described in Section 3.03 of this current report on Form 8-KM Schultze is an officer of the holder, who previously appointed Gary M. Julien to the blackboard.

There are no family relations between Mr Schultze and any director, officer or any person designated or chosen by the Company to become its director or officer. Except as disclosed in this current report, there are currently no arrangements or understandings between Mr Schultze and any other person under whom Mr Schultze was elected member of the board of directors. The Company is not aware of any transaction involving Mr Schultze requiring disclosure under Regulation SK 404(a). As part of his appointment to the Board of Directors, Mr Schultze will be eligible to participate in the Company’s standard compensation program for non-employee directors, as described in the Company’s proxy statement filed with the SECOND to April 30, 2021. As part of his appointment to the Board of Directors, Mr Schultze received an award of 6,469 restricted stock units, effective as of Mr. Schultze’s Commencement Date, which is subject to the terms and conditions of the Equity Policy and Plan (the “Plan”) applicable to the Initial Awards (as defined in the Plan), except for conditions relating to the amount of the initial allocation. Mr Schultze will also enter into an indemnification agreement with the Company substantially in the same form as the Company has entered into with each of the current directors of the Company and as previously filed with the SECOND.

Section 7.01. FD Regulation Disclosure.

At February 2, 2022 the Company issued a press release announcing the appointment of Mr Schultze to the blackboard. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Information provided pursuant to this Section 7.01 and Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the responsibilities of that Section, nor incorporated by reference in any filing in under the Securities Act of 1933 or the Exchange Act, except as otherwise expressly stated by specific reference in such filing.

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Item 9.01. Financial statements and supporting documents.

   Exhibit No.                                      Description
                    Waiver of Certain Rights, dated     February 2, 2022    ,     between
10.1              Schultze Special Purpose Acquisition Sponsor, LLC and Clever Leaves Holdings
                  Inc  .
99.1                Press Release issued by the Company, dated     February 2,     2022
104               Cover Page Interactive Data File (Formatted as Inline XBRL and included as
                  Exhibit 101)














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