Acacia Research Corp 8-K, filed Jul 17, 2023
Acacia Research Corp (ACTG)
About this 8-K
Acacia Research Corp filed this 8-K on July 17, 2023, reporting on events of July 13, 2023.
Items reported
- Item 3.02: Unregistered sale of equity
- Item 8.01: Other events
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 8.01 below with regard to the Recapitalization Transactions (as defined below) is incorporated by reference herein. Such issuances of Acacia Research Corporation’s (the “Company”) common stock, par value $0.001 per share (the “Common Stock”), were made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 8.01. Other Events.
As previously disclosed, on October 30, 2022, the Company entered into a recapitalization agreement (the “Recapitalization Agreement”) with Starboard Value LP and certain of its affiliates (together with Starboard Value LP, “Starboard”). Further to the terms of the Recapitalization Agreement, on June 30, 2023, the Company filed its Amended and Restated Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock (the “Certificate of Designations”), which was previously approved by the Company’s stockholders at the Company’s annual meeting on May 16, 2023, to remove the “4.89% blocker” provision contained therein.
In accordance with the terms contained in the Certificate of Designations and the Recapitalization Agreement, on July 13, 2023, Starboard converted an aggregate amount of 350,000 shares of Series A Convertible Preferred Stock into 9,616,746 shares of Common Stock, including 27,704 shares of Common Stock issued in respect of accrued and unpaid dividends (the “Preferred Stock Conversion”).
Further to the terms of the Recapitalization Agreement and in accordance with the terms of the Series B Warrants, on July 13, 2023, Starboard also irrevocably exercised 31,506,849 of the Company’s Series B Warrants (the “Series B Warrants”) through a combination of a “Note Cancellation” and a “Limited Cash Exercise” (each as defined in the Series B Warrants), as determined by Starboard, for an aggregate total of 31,506,849 shares of Common Stock (the “Series B Warrants Exercise” and, together with the Preferred Stock Conversion, the “Recapitalization Transactions”). Pursuant to the Series B Warrants Exercise, the Company cancelled $60 million aggregate principal amount of senior secured notes held by Starboard and received aggregate gross proceeds of approximately $55 million.
As a result of the Recapitalization Transactions, Starboard holds 61,123,595 shares of Common Stock, representing approximately 61.2% of the Common Stock based on 99,886,322 shares of Common Stock issued and outstanding as of July 13, 2023.
Following the recapitalization, the Company will be a “Controlled Company” for purposes of the Nasdaq listing requirements. The Company is not relying on any of the exemptions to the Nasdaq listing requirements afforded to Controlled Companies at this time.
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: July 17, 2023 | ||
| ACACIA RESEARCH CORPORATION | ||
| By: | /s/ Jason Soncini | |
| Name: | Jason Soncini | |
| Title: | General Counsel | |