Current Report Filing (8-k)
May 15 2023 - 6:19AM
Edgar (US Regulatory)
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2023-05-10
2023-05-10
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2023-05-10
2023-05-10
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2023-05-10
2023-05-10
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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
May
10, 2023
Date
of Report (Date of earliest event reported)
FaZe Holdings, Inc.
(Exact
Name of Registrant as Specified in its Charter)
Delaware |
|
001-40083 |
|
84-2081659 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
720 N. Cahuenga Blvd, Los Angeles, CA |
|
90038 |
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (808) 688-6373
N/A
(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 |
|
Name
of each exchange
on which registered |
Common stock, par value $0.0001 per share |
|
FAZE |
|
The
Nasdaq Stock Market |
Warrants, each whole warrant exercisable for one share of common stock |
|
FAZEW |
|
The
Nasdaq Stock Market |
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)
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
Standby
Equity Purchase Agreement
On May 10,
2023, FaZe Holdings, Inc., a Delaware corporation (the “Company”), and YA II PN, Ltd., a Cayman Islands exempt limited partnership
managed by Yorkville Advisors Global, LP (the “Investor”), entered into a Standby Equity Purchase Agreement (the “SEPA”).
The Company
will have the right to issue and sell to the Investor, from time to time, as provided in the SEPA, and the Investor shall purchase from
the Company, up to $25 million in aggregate gross purchase price (the “Commitment Amount”) of the newly issued shares
of the Company’s common stock, par value $0.0001 (the “Common Stock”) (each such sale, an “Advance”) by
delivering written notice to the Investor (each, an “Advance Notice” and the date on which the Company is deemed to have
delivered an Advance Notice, the “Advance Notice Date”). The Common Stock purchased pursuant to an Advance will be purchased
at a price equal to 97% of the lowest daily VWAP of the Common Stock during the three consecutive trading days commencing on the Advance
Notice Date. “VWAP” means, for any trading day, the daily volume weighted average price of the Common Stock for such trading
day on the Nasdaq Stock Market during regular trading hours as reported by Bloomberg L.P.
The issuance
of the Common Stock under the SEPA will be subject to certain limitations, including that (i) the Investor may not purchase any Common
Stock that would result in it owning more than 4.99% of the Company’s Common Stock or (ii) the aggregate number of Common Stock
issued pursuant to the SEPA cannot exceed 19.9% of the Company’s Common Stock as of as of the date of the SEPA (referred to as
the “Exchange Cap”). The Exchange Cap shall not be applicable if: (i) the Company’s stockholders have approved the
issuance of Common Stock in excess of the Exchange Cap in accordance with the applicable rules of the Principal Market or (ii) to the
extent that (and only for so long as) the average price for the issuance of Common Stock equals or exceed the lower of (i) the Nasdaq
Official Closing Price (as reflected on Nasdaq.com) immediately preceding the date of the SEPA; or (ii) the average Nasdaq Official Closing
Price for the five Trading Days immediately preceding the date of the SEPA.
Pursuant to
the terms of the SEPA, the Company shall prepare and file with the Securities and Exchange Commission (the “SEC”) a registration
statement (the “Registration Statement”) or multiple Registration Statements registering for resale of the Common Stock issuable
to the Investor under the SEPA. The Company in its sole discretion may choose when to file such Registration Statements; provided, however,
that the Company shall not have the ability to request any Advances until the effectiveness of a Registration Statement.
As consideration
for the Investor’s commitment to purchase Common Stock at the Company’s direction upon the terms and subject to the conditions
set forth in the SEPA, the Company will issue 487,995 shares of Common Stock to the Investor.
The SEPA
shall terminate automatically on the earliest of (i) the first day of the month next following the 36-month anniversary of the date of
the SEPA and (ii) the date on which the Investor shall have made payment of Common Stock pursuant to the SEPA for Common Stock equal
to the Commitment Amount. The SEPA may be terminated at any time by the mutual written consent of the parties to the SEPA, effective
as of the date of such mutual written consent unless otherwise provided in such written consent, or by the Company upon five trading
days’ prior written notice to the Investor subject to the terms of the SEPA.
The foregoing
description is only a summary of the SEPA and is qualified in its entirety by reference to the full text of the SEPA, which is filed
as Exhibit 10.1 hereto and incorporated by reference herein.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure
set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Forward-Looking
Statements
The
communication includes “forward-looking statements” pursuant to the “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995. All statements, other than statements of present or historical fact included in the
communication are forward-looking statements. These forward-looking statements generally are identified by the words “budget,”
“could,” “forecast,” “future,” “might,” “outlook,” “plan,” “possible,”
“potential,” “predict,” “project,” “seem,” “seek,” “strive,”
“would,” “should,” “may,” “believe,” “intend,” “expect,” “will,”
“continue,” “increase,” and/or similar expressions that concern strategy, plans or intentions, but the absence
of these words does not mean that a statement is not forward-looking. Such statements are based on management’s belief or interpretation
of information currently available. These forward-looking statements are based on various assumptions, whether or not identified herein,
and on the current expectations of management and are not predictions of actual performance. Because forward-looking statements are predictions,
projections and other statements about future events that are based on current expectations and assumptions, whether or not identified
in the communication, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Many
factors could cause actual results and conditions (financial or otherwise) to differ materially from those indicated in the forward-looking
statements, including but not limited to: the sufficiency of our cash, cash equivalents and investments to meet our liquidity needs;
litigation and regulatory proceedings relating to our business, including the ability to adequately protect our intellectual property
rights; our limited operating history and uncertain future prospects and rate of growth due to our limited operating history; our ability
to continue to monetize our platform; our ability to grow market share in our existing markets or any new markets we may enter; our ability
to maintain and grow the strength of our brand reputation; our ability to manage our growth effectively; our ability to retain existing
and attract new Esports professionals, content creators and influencers; our success in retaining or recruiting, or changes required
in, our officers, directors and other key employees or independent contractors; our ability to maintain and strengthen our community
of brand partners, engaged consumers, content creators, influencers and Esports professionals, and the success of our strategic relationships
with these and other third parties; risks related to data security and privacy, including the risk of cyber-attacks or other security
incidents; our ability to secure future financing, if needed, and our ability to repay any future indebtedness when due; the impact of
the regulatory environment in our industry and complexities with compliance related to such environment, including our ability to comply
with complex regulatory requirements; our ability to maintain an effective system of internal controls over financial reporting; our
ability to respond to general economic conditions, including market interest rates; and other risks identified in Item 1A, “Risk
Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022 and our other filings with the SEC.
These
forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by
any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances
are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control
of the Company. Forward-looking statements speak only as of the date they are made. While FaZe may elect to update these forward-looking
statements at some point in the future, FaZe specifically disclaims any obligation to do so. These forward-looking statements should
not be relied upon as representing FaZe’s assessments as of any date subsequent to the date of this communication. Accordingly,
undue reliance should not be placed upon the forward-looking statements.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits:
SIGNATURES
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.
Dated: May 12,
2023 |
|
|
|
FAZE HOLDINGS,
INC. |
|
|
|
|
By: |
/s/
Christoph Pachler |
|
Name: |
Christoph
Pachler |
|
Title: |
Chief
Financial Officer |
|
3
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