8-K
false 0001844971 0001844971 2022-10-03 2022-10-03 0001844971 gree:Class160ACommonStockParValue0.0001PerShareMember 2022-10-03 2022-10-03 0001844971 gree:M8.50SeniorNotesDue2026Member 2022-10-03 2022-10-03

 

 

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

Date of Report (Date of earliest event reported): October 3, 2022

 

 

GREENIDGE GENERATION HOLDINGS INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   001-40808   86-1746728

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

135 Rennell Drive, 3rd Floor

Fairfield, CT

  06890
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (203) 718-5960

 

 

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

Class A Common Stock, par value $0.0001 per share   GREE   Nasdaq Global Select Market
8.50% Senior Notes due 2026   GREEL   Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934:

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.

As previously disclosed, on September 19, 2022, Greenidge Generation Holdings Inc. (the “Company”) entered into an at market issuance sales agreement (the “Sales Agreement”) with B. Riley Securities, Inc. (“B. Riley”) and Northland Securities, Inc. (“Northland”). On October 3, 2022, the Company entered into Amendment No. 1 to the Sales Agreement (the “Amendment”) with B. Riley. The Amendment modifies the compensation payable to B. Riley for sales of the Company’s class A common stock. Pursuant to the Amendment, the Company shall pay to B. Riley in cash, upon each sale of the Company’s class A common stock sold pursuant to the Sales Agreement (“Placement Shares”), an amount equal to up to 5.0% of the gross proceeds from each sale of Placement Shares.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached to this Current Report on Form 8-K as Exhibit 10.1, which is incorporated by reference herein, and the Sales Agreement, which was attached as Exhibit 1.1 to the Company’s Registration Statement on Form S-3 filed on September 19, 2022.

 

Item 9.01

Financial Statements and Exhibits.

 

Exhibit
No.
   Description
10.1    Amendment No. 1 to At Market Issuance Sales Agreement, dated as of October 3, 2022, by and among Greenidge Generation Holdings Inc., B. Riley Securities, Inc. and Northland Securities, Inc.
10.2*    At Market Issuance Sales Agreement, dated September 19, 2022, by and among Greenidge Generation Holdings Inc., B. Riley Securities, Inc. and Northland Securities, Inc. (incorporated by reference to Exhibit 1.1 to the Company’s Registration Statement on Form S-3 filed on September 19, 2022).
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

*

Previously filed.


SIGNATURE

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.

 

    GREENIDGE GENERATION HOLDINGS INC.
Dated: October 3, 2022     By:  

/s/ Robert Loughran

      Robert Loughran
      Chief Financial Officer