LENSAR closes $20M private placement of convertible preferred stock and warrants to North Run affiliate

LENSAR, Inc.

Gross proceeds of $20M from sale of 20,000 Series A Convertible Preferred Shares (stated value $1,000) and warrants to NR-GRI Partners, an affiliate of North Run Capital.
Preferred shares convertible into ~7.94M common shares at $2.51875; warrants to purchase ~4.37M shares at $2.45 (Class A) and $3.0625 (Class B) per share.
Conversion and exercise limited to 19.99% beneficial ownership unless shareholders vote to remove blocker at special meeting by August 16, 2023.
Directors and executive officers entered voting agreements committing to vote their shares in favor of ownership blocker removal.
Company restricted from issuing >10% of outstanding common stock or incurring >$1M debt without Buyer consent while 20% ownership condition holds.

item 1.01 item 3.02 item 3.03 item 5.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

LENSAR, Inc. entered into Securities Purchase Agreement with NR-GRI Partners, LP valued at $20,000,000 (effective 2023-05-18).

Action: entry
Agreement: equity purchase
Counterparty: NR-GRI Partners, LP
Value: $20,000,000
Effective: 2023-05-18

Exact text from the filing

As previously disclosed, on May 12, 2023, LENSAR, Inc. (the “ Compan y ”) entered into a Securities Purchase Agreement (the “ Purchase Agreement ”) with NR-GRI Partners, LP, a Delaware limited partnership and an affiliate of North Run Capital, LP (the “ Buyer ”), whereby it agreed to sell to the Buyer, for an aggregate gross purchase price of $20.0 million, (i) an aggregate of 20,000 shares of a newly established series of Preferred Stock designated as “Series A Convertible Preferred Stock, par value $0.01 per share” (the “ Preferred Shares ”), which have a stated value of $1,000 per share and are initially convertible into 7,940,446 shares (the “ Conversion Shares ”) of the Company’s common stock, par value $0.01 per share (the “ Common Stock ”), subject to certain beneficial ownership limitations described below and (ii) warrants (the “ Warrants ”) to purchase an aggregate of 4,367,246 shares of Common Stock (the “ Warrant Shares ”).

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LENSAR, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-23-148214

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