Bolt Projects Holdings Inc.
08/14/2025 | Press release | Distributed by Public on 08/14/2025 05:40
Material Agreement, Private Placement (Form 8-K)
Item 1.01 Entry into a Material Definitive Agreement.
On August 14, 2025, Bolt Projects Holdings, Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with the investors named therein (the "Investors") pursuant to which the Company agreed to sell and issue to the Investors an aggregate of 913,979 shares (the "Shares") of common stock, par value $0.0001 per share (the "Common Stock") for $4.65 per share or, in lieu of Shares, pre-funded warrants (the "Warrants") to purchase shares (the "Warrant Shares") of the Common Stock (the "Transaction"). Each Warrant will be sold at a price of $4.6499 per Warrant and will have an initial exercise price of $0.0001 per Warrant, subject to appropriate adjustment in the event of share dividends, share splits, reorganizations or similar events affecting the Common Stock. The exercise price for the Warrants can be paid in cash or on a cashless basis, and the Warrants have no expiration date. The Warrants will be exercisable beginning on the Closing (as defined below), subject to a restriction preventing any Investors from beneficially owning more than 4.99% or 9.99%, as applicable, of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of the shares of Common Stock issuable upon the exercise of the Warrant. The aggregate gross proceeds to the Company of the Transaction, which is expected to close on August 15, 2025 (the "Closing"), will be approximately $4.25 million, prior to deducting placement agent fees and other offering expenses payable by the Company.
The Company intends to use the net proceeds from the Transaction for general corporate purposes, including working capital.
Under the terms of the Purchase Agreement, the Company entered into a registration rights agreement pursuant to which the Company has agreed to file a registration statement covering the resale of the Shares and Warrant Shares within ten (10) calendar days after the date of the Purchase Agreement (the "Filing Deadline") and to use reasonable best efforts to cause the registration statement to be declared effective (A) in the event that the SEC does not review the registration statement, forty-five (45) days after the date of the Purchase Agreement, or (ii) in the event that the SEC reviews the registration statement, seventy-five (75) days after the date of the Purchase Agreement (but in any event, no later than fifth (5) trading days following the SEC indicating that it will not review the registration statement or has no further comments on the registration statement).
Rodman & Renshaw LLC (the "Placement Agent") is acting as the Company's exclusive placement agent in connection with the Transaction, pursuant to that certain engagement letter, dated as of August 13, 2025, between the Company and the Placement Agent. Pursuant to the Engagement Letter, the Company has agreed to pay the Placement Agent a total cash fee equal to 7.0% of the aggregate gross proceeds of the Transaction and $65,000 for non-accountable expenses and for fees and expenses of the Placement Agent's legal counsel.
The Purchase Agreement and form of Warrant described above include customary representations, warranties and covenants by the Company and the Investors, which were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure set forth above in Item 1.01 of this Form 8-K is incorporated by reference into this Item 3.02. The Transaction is being conducted in reliance on an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or Regulation D promulgated thereunder. Any issuance of Warrant Shares upon exercise of the Warrants pursuant to a cashless exercise will be made pursuant to Section 3(a)(9) of Securities Act. Any other issuance of Warrant Shares upon exercise of the Warrants will be made pursuant to Section 4(a)(2) of the Securities Act.
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