| | Explanatory Note
This Amendment No. 3 to Schedule 13D ("Amendment No. 3") amends and supplements the Schedule 13D originally filed with the SEC on April 7, 2025 (as amended to date, the "Schedule 13D"), relating to the shares of Common Stock of the Company. This Amendment No. 3 is being filed to reflect the entry into the March 2026 Purchase Agreement described in Item 3 by certain of the Reporting Persons, and the corresponding issuance of the March 2026 Note and the March 2026 Warrant, and the resultant change in the percentage of shares of Common Stock previously reported by certain of the Reporting Persons. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Except as otherwise specified in this Amendment No. 3, all items in the Schedule 13D are unchanged. Capitalized terms used herein without definition shall have the meanings set forth in the Schedule 13D.
Item 3 is hereby amended and supplemented as follows:
March 2026 Convertible Note and Warrant Purchase Agreement
On March 13, 2026, the Company and U.S. Bounti entered into a convertible note and warrant purchase agreement (the "March 2026 Purchase Agreement") pursuant to which U.S. Bounti acquired, for a combined purchase price of $15,000,000, (i) a convertible note with an initial principal balance of $15,000,000 (the "March 2026 Note") and (ii) a Common Stock purchase warrant (the "March 2026 Warrant") pursuant to which U.S. Bounti has the right to purchase and acquire 5,500,000 shares of Common Stock. These purchases were funded using cash on hand. |
| | Item 6 is hereby amended and supplemented as follows:
March 2026 Convertible Note and Warrant Purchase Agreement
The March 2026 Note bears interest at a rate of 7.0% per year, commencing on the date of the initial issuance of the March 2026 Note (the "March 2026 Issuance Date"). Interest will accrue semi-annually on each June 30 and December 31, commencing December 31, 2026 (each, a "March 2026 PIK Interest Payment Due Date"), and will be payable semi-annually in arrears on each March 2026 PIK Interest Payment Due Date by automatically increasing the principal amount of the March 2026 Note by the amount of such interest (with such increased amount thereafter accruing interest as well) on each March 2026 PIK Interest Payment Due Date ("March 2026 PIK Interest").
From time to time after the third anniversary of the March 2026 Issuance Date, interest may be payable quarterly in arrears in cash on each March 31, June 30, September 30 and December 31, commencing December 31, 2029 (each, a "March 2026 Cash Interest Payment Due Date"), in each case, in an amount equal to interest accrued during the quarter ending on such March 2026 Cash Interest Payment Due Date, so long as certain conditions are met as set forth in the March 2026 Note.
During the term of the March 2026 Note, the March 2026 Note will be convertible into shares of Common Stock from time to time at the option of U.S. Bounti, upon delivery on one or more occasions of a written notice to the Company electing to convert all or any portion of the Note Obligations Amount (as defined in the March 2026 Note). The initial conversion price of the March 2026 Note is $2.50 per share of Common Stock (the "March 2026 Conversion Price"). The March 2026 Conversion Price is subject to adjustment for stock splits, dividends or distributions, recapitalizations or similar transactions.
On the fourth anniversary of the March 2026 Issuance Date, fifty percent (50%) of the Note Obligations Amount (as defined in the March 2026 Note) will be automatically converted into shares of Common Stock at the then applicable conversion price. The remaining fifty percent (50%) of the Note Obligations Amount (as defined in the March 2026 Note) will be automatically converted into shares of Common Stock at the then applicable conversion price on March 13, 2031, the maturity date of the March 2026 Note. Notwithstanding the foregoing, however, fifty percent (50%) of the Note Obligations Amount (as defined in the March 2026 Note) may be payable in cash on the fourth anniversary of the March 2026 Issuance Date, with the remaining fifty percent (50%) of the Note Obligations Amount (as defined in the March 2026 Note) repaid in cash on the maturity date of the March 2026 Note, so long as certain conditions are met as set forth in the March 2026 Note.
Conversion of the full initial principal amount of the March 2026 Note would result in the issuance of 6,000,000 shares of Common Stock if converted at $2.50 per share, which amount is subject to increase by any March 2026 PIK Interest that is added to the outstanding principal under the terms of the March 2026 Note.
The March 2026 Purchase Agreement includes customary representations, warranties and covenants and sets forth certain events of default upon which the March 2026 Note may be declared immediately due and payable. The March 2026 Note is subordinated to the Company's Senior Debt (as defined in the March 2026 Note), including, without limitation, the Company's obligations under the Credit Agreement, originally dated as of September 3, 2021 and as amended, restated, supplemented or otherwise modified to date, by and among Local Bounti Operating Company LLC, a Delaware limited liability company ("Opco"), each subsidiary of Opco identified as a "Borrower" therein, and Cargill Financial Services International, Inc., a Delaware corporation.
The March 2026 Warrant is exercisable immediately at an exercise price of $0.125 per share of Common Stock and will expire on March 13, 2036.
Pursuant to the terms of the March 2026 Purchase Agreement, U.S. Bounti will not have the right to receive, upon conversion of the March 2026 Note or exercise of the March 2026 Warrant, any shares of Common Stock if the issuance of such shares of Common Stock would exceed 1% of the issued and outstanding Common Stock as of March 13, 2026, except that such limitation will not apply after the date that stockholder approval is obtained and deemed effective, as required by the rules and regulations of the New York Stock Exchange (the "Required Stockholder Approval"). The Company is required to seek the Required Stockholder Approval at an annual or special stockholders meeting no later than June 30, 2026.
The foregoing descriptions of the March 2026 Note, the March 2026 Warrant and the March 2026 Purchase Agreement and the transactions contemplated thereby do not purport to be complete and are qualified in their entirety by reference to the full texts of the March 2026 Note, the March 2026 Warrant and the March 2026 Purchase Agreement, copies of which are incorporated by reference to Exhibits 4.1, 4.2 and 10.1 of the Company's Current Report on Form 8-K filed with the SEC on March 16, 2026, respectively, and incorporated herein by reference. |
| | Item 7 is hereby amended and supplemented as follows:
Exhibit 8. Convertible Note by and between Local Bounti Corporation and U.S. Bounti, LLC (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed with the SEC on March 16, 2026).
Exhibit 9. Common Stock Purchase Warrant issued by Local Bounti Corporation to U.S. Bounti, LLC (incorporated by reference to Exhibit 4.2 of the Company's Current Report on Form 8-K filed with the SEC on March 16, 2026).
Exhibit 10. Convertible Note and Warrant Purchase Agreement, dated March 13, 2026, by and between Local Bounti Corporation and U.S. Bounti, LLC (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC on March 16, 2026). |
