LOCL holders approve NYSE-required convertible note and warrant issuances

Rhea-AI Filing Summary

Local Bounti Corporation reported the results of a Special Meeting held on October 14, 2025. Stockholders approved, for NYSE compliance, the issuance of up to 5,131,871 shares of common stock upon conversion of a convertible note issued to U.S. Bounti, LLC and up to 550,000 shares underlying a related common stock purchase warrant, both under the August 1, 2025 Purchase Agreement.

As of the August 22, 2025 record date, 22,123,010 shares were outstanding and entitled to vote; 74.2% of these were represented, constituting a quorum. The NYSE Approval Proposal received 16,394,367 votes for, 17,872 against, and 1,763 abstentions. Stockholders also approved the potential adjournment proposal with 16,395,341 for, 17,281 against, and 1,380 abstentions.

Insights

Corporate governance analyst

Shareholders cleared NYSE-required approval for potential share issuances.

Stockholders authorized the company to issue shares tied to a convertible note and a warrant held by U.S. Bounti, LLC. The approval permits up to 5,131,871 shares upon note conversion and up to 550,000 shares upon warrant exercise under the August 1, 2025 agreement.

This action aligns with NYSE rules requiring shareholder consent when potential issuances exceed certain thresholds. It does not itself issue shares; activity depends on conversion or exercise terms and holder decisions.

Turnout was solid at 74.2% of 22,123,010 eligible shares. The proposal passed with 16,394,367 votes in favor on October 14, 2025. Subsequent disclosures may detail timing or mechanics if conversions or exercises occur.

Local Bounti Corporation/DE0001840780false00018407802025-10-142025-10-14

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 14, 2025

LOCAL BOUNTI CORPORATION

(Exact name of registrant as specified in its charter)

Delaware			001-40125						83-3686055
(State or other jurisdiction of incorporation or organization)			(Commission File Number)						(IRS Employer Identification No.)
			490 Foley Lane
Hamilton			MT						59840
(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (800) 640-4016

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			LOCL			New York Stock Exchange

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 of this chapter) 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 5.07 Submission of Matters to a Vote of Security Holders

On October 14, 2025, Local Bounti Corporation (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”). As of the Special Meeting record date of August 22, 2025, there were 22,123,010 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), outstanding and entitled to vote at the Special Meeting, 74.2% of which were present via live webcast or by proxy at the Special Meeting, constituting a quorum to conduct business.

At the Special Meeting, stockholders voted on the following matters:

1.Stockholders approved, for purposes of complying with the rules of the New York Stock Exchange (“NYSE”), (i) the issuance of up to 5,131,871 shares of Common Stock, upon the conversion of the convertible note issued to U.S. Bounti, LLC (“U.S. Bounti”) pursuant to the Convertible Note and Warrant Purchase Agreement, dated as of August 1, 2025, between the Company and U.S. Bounti (the “Purchase Agreement”), and (ii) the issuance of up to 550,000 shares of Common Stock underlying the common stock purchase warrant issued to U.S. Bounti pursuant to the Purchase Agreement (such proposal, the “NYSE Approval Proposal”), based on the following votes:

For			16,394,367
Against			17,872
Abstain			1,763
Broker Non-Votes			0

    

2.Stockholders approved the adjournment of the Special Meeting, if deemed necessary or appropriate, to solicit additional proxies if there are not sufficient votes in favor of the NYSE Approval Proposal, based on the following votes:

For			16,395,341
Against			17,281
Abstain			1,380
Broker Non-Votes			0

SIGNATURE

Pursuant to the requirements of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Local Bounti Corporation

/s/ Kathleen Valiasek

Name:  Kathleen Valiasek

Title:    President, Chief Executive Officer and Chief

             Financial Officer

Date: October 17, 2025

FAQ

What did LOCL stockholders approve at the Special Meeting?

They approved, for NYSE compliance, issuing up to 5,131,871 shares upon convertible note conversion and up to 550,000 shares upon warrant exercise for U.S. Bounti, LLC.

What were the vote results for the NYSE Approval Proposal for LOCL?

Votes were 16,394,367 for, 17,872 against, and 1,763 abstain.

How many LOCL shares were entitled to vote and what was turnout?

22,123,010 shares were entitled to vote as of August 22, 2025, with 74.2% represented, meeting quorum.

Did LOCL stockholders approve the adjournment proposal?

Yes. Votes were 16,395,341 for, 17,281 against, and 1,380 abstain.

Who is the counterparty to LOCL’s note and warrant?

The securities relate to agreements with U.S. Bounti, LLC under the August 1, 2025 Purchase Agreement.

Does this approval immediately issue new LOCL shares?

No. It authorizes potential issuance; shares may be issued upon note conversion or warrant exercise.