UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
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Item 5.07. Submissions of Matters to a Vote of Security Holders.
As previously reported, on June 29, 2020, OPES entered into a membership interest purchase agreement, as amended on September 22, 2020 (the “Acquisition Agreement”), with BurgerFi, the members of BurgerFi (the “Members”), and BurgerFi Holdings, LLC, a Delaware limited liability company (the “Members’ Representative”). OPES’s acquisition of the membership interests of BurgerFi owned by the Members (the “Interests”) is referred to herein as the Business Combination. Upon the closing of the transactions contemplated in the Acquisition Agreement (the “Closing”), OPES will purchase 100% of the membership interests of BurgerFi from the Members resulting in BurgerFi becoming a wholly owned subsidiary of OPES. In connection with the Business Combination, OPES will change its name to “BurgerFi International, Inc.” References to the “Post-Combination Company” shall refer to BurgerFi International, Inc. after the consummation of the Business Combination.
The aggregate value of the consideration to be paid by OPES in the Business Combination (subject to reduction for indemnification claims and potential changes due to a working capital adjustment) is approximately $100 million calculated as follows: (i) $30,000,000 in cash payable to Members, (ii) $20,000,000 payable either in cash or in 1,886,792 shares of Opes common stock, par value $0.0001 per share (the “Common Stock”) based upon a pre-determined price of $10.60 per share, in the sole and absolute discretion of the OPES board of directors (the “OPES Board of Directors” or “OPES’s Board of Directors”); and (iii) 4,716,981 shares of OPES Common Stock to be issued to the Members. After the Business Combination, the Members may be entitled to an additional 9,356,459 shares of Common Stock if certain stock price targets are met by the Post-Combination Company following the Business Combination.
On December 15, 2020 at 10:00 a.m., Eastern Time, via teleconference, the Company held a special meeting of its stockholders (the “Special Meeting”) at which the stockholders voted as set forth below on the following proposals, each of which is described in detail in the definitive proxy statement first mailed by the Company to its stockholders on or about December 2, 2020.
As of November 24, 2020, the record date for the Special Meeting, there were 7,688,090 shares of Common Stock issued and outstanding and entitled to vote. At the Special Meeting, there were 4,699,310 shares of Common Stock voted by proxy or via teleconference. The final voting results for each matter submitted to a vote of the stockholders of the Company at the Special Meeting are included below.
Each of the proposals described below was approved by the Company’s stockholders. Public stockholders have requested the redemption of 25 shares of Common Stock for cash in advance of the Special Meeting.
| PROPOSALS: | For | Against | Abstain | |||||||||
| PROPOSAL 1: To approve the Membership Interest Purchase Agreement, dated as of June 29, 2020, as amended, by and among OPES, BurgerFi International, LLC, a Delaware limited liability company (“BurgerFi”), the members of BurgerFi, and BurgerFi Holdings, LLC, a Delaware limited liability company, and the transactions contemplated thereby. | 4,686,265 | 12,444 | 601 | |||||||||
| PROPOSAL 2: To approve the Amended and Restated Certificate of Incorporation, which includes, among other things, changing OPES’s corporate name to “BurgerFi International, Inc.” | 4,628,713 | 70,413 | 184 | |||||||||
| PROPOSAL 3: To approve and adopt the BurgerFi International, Inc. 2020 Omnibus Equity Incentive Plan. | 4,561,308 | 134,230 | 3,772 | |||||||||
| PROPOSAL 4: To approve the issuance of more than 20% of the issued and outstanding common stock of OPES pursuant to the terms of the Acquisition Agreement and the contingent Forward Purchase Contract, as required by Nasdaq Listing Rules 5635(a), (b) and (d). | 4,655,196 | 30,042 | 14,072 | |||||||||
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Item 8.01. Other Events
On December 15, 2020, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is filed as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits:
| Exhibit No. | Description | |
| 99.1 | Press Release, dated December 15, 2020 |
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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: December 15, 2020
| OPES ACQUISITION CORP. | ||
| By: | /s/ Ophir Sternberg | |
| Name: | Ophir Sternberg | |
| Title: | Chairman and Chief Executive Officer | |
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