false
0001854583
0001854583
2024-04-26
2024-04-26
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934
April 26, 2024
Date of Report (Date of earliest
event reported)
COLLECTIVE AUDIENCE, INC.
(Exact Name of Registrant
as Specified in its Charter)
| Delaware |
|
001-40723 |
|
86-2861807 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
85 Broad Street 16-079
New York, NY 10004
(Address of Principal Executive
Offices and Zip Code)
Registrant’s telephone
number, including area code:
(808) 829-1057
(Former name or former address,
if changed since last report)
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 |
| |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share |
|
CAUD |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2
of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 the Collective Audience,
Inc’s (the “Company”) Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”)
on February 20, 2024 (the “February 8-K”), on February 19, 2024 the Company closed a private placement offering (the “February Private Placement”) of common stock purchase warrants (the “February Warrants”) to certain accredited investors
(the “February Investors”).
As previously disclosed on the Company’s Current
Report Form 8-K filed with the SEC on December 26, 2023 (the “December 8-K”), on December 19, 2023 the Company closed a private
placement offering (the “December Private Placement”) of Company common stock and common stock purchase warrants (the “December
Warrants” and together with the February Warrants, the “Warrants”) to certain accredited investors (the “December
Investors” and together with the February Investors, the “Investors”).
On April 26, 2024 (the “Execution Date”),
the Company entered into an Exercise Price Reset Agreement (the “Reset Agreement”) with the Investors from the February Private
Placement and December Private Placement pursuant to which, among other things, the Company agreed to reset the exercise price of the
February Investor’s February Warrants from $5.00 per share of the Company’s common stock, par value $0.0001 (“Common
Stock”), to $0.185 per share of Common Stock (the “Reset Exercise Price”) and to reset the December Investor’s
December Warrants from an exercise price of $2.13 per share of Common Stock to the Reset Exercise Price.
In consideration of the Company resetting the exercise
price of the Warrants to the Reset Exercise Price, the Investors agreed to exercise their Warrants for all of the outstanding shares of
Common Stock underlying their respective Warrants within forty-five (45) days of the Execution Date. The Reset Agreement contains a standstill
provision prohibiting the Investors from, among other things, disposing of the shares of Common Stock issued for the exercise of the Warrants
or the shares of Common Stock that may be issued upon the exercise of the Warrants, until five trading days after the Execution Date.
The foregoing
descriptions of the terms of the Reset Agreement, December Warrants, the February Warrants, and the transactions contemplated
thereby, do not purport to be complete and are qualified in their entirety by reference to the full text of the form of Exercise
Price Reset Agreement, a copy of which is filed hereto as Exhibit 10.1, and incorporated herein; the full text of the form of
Warrant, a copy of which was filed as Exhibit 4.1 to the December 8-K and incorporated by reference into this Item 1.01; and the
full text of the form of Common Stock Purchase Warrant, a copy of which was filed as Exhibit 4.1 to the February 8-K, and
incorporated by reference into this Item 1.01.
Item
3.02 Unregistered Sales of Equity Securities.
To the extent
required by Item 3.02 of Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference
into this Item 3.02
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed herewith:
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: May 6, 2024 |
COLLECTIVE AUDIENCE, INC. |
| |
|
| |
By: |
/s/
Peter Bordes |
| |
Name: |
Peter Bordes |
| |
Title: |
Chief Executive Officer |
Exhibit 10.1
RESET AGREEMENT OF COMMON STOCK
PURCHASE WARRANTS
APRIL 26, 2024
COLLECTIVE AUDIENCE, INC.
This reset agreement of common stock
purchase warrants (the “Agreement”) is entered into as of 26th of April, 2024 by and between Brown Stone
Capital Ltd. and Mr. Timothy Wong (singularly, a “Holder” or collectively, the “Holders”), and Collective
Audience Inc. (the “Company”) as of April 26, 2024 (the “Effective Date”).
WHEREAS,
the Company has agreed to offer the Holders the opportunity to reprice the exercise of all of the Common Stock purchase warrants set forth
on Annex I attached hereto (the “Reprice Warrants”) currently held by the Holders. The Reprice Warrants
were issued pursuant to the Purchase Agreements dated as of December 19, 2023 and February 19, 2024 (the “Purchase Agreements”).
The resale of the shares acquired upon exercise of the Reprice Warrants (“Warrant Shares”) has been registered pursuant
to a registration statement on Form S-1 (File No. 333- 276512), (the “Registration
Statement”). The Registration Statement is currently not effective, however, the Company shall file prospectus supplements
to the Registration Statements disclosing the reduced exercise price of the Reprice Warrants within the later of (i) thirty days of the
Effective Date or (ii) the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended 2023. At such time as
the aforementioned filings regarding the Reprice Warrants pursuant to this letter agreement are made and cleared by the Securities and
Exchange Commission, if required, the Registration Statement will be effective for the resale of the Warrant Shares.
NOW, THEREFORE, in consideration
for exercising in full all of the Reprice Warrants held by you (the “Warrant Exercise”) within 45 days of the Effective
Date, the Company hereby offers you a reduced exercise price of the Reprice Warrants to $0.185 per share.
Notwithstanding anything herein
to the contrary, in the event that the Warrant Exercise would otherwise cause either Holder to exceed the beneficial ownership limitations
(“Beneficial Ownership Limitation”) in the Reprice Warrants, the Company shall only issue such number of Warrant Shares
to the Holder (as instructed in writing by Holder) that would not cause such Holder to exceed the maximum number of Warrant Shares permitted
thereunder with the balance to be held in abeyance until the balance (or portion thereof) may be issued in compliance with such limitations.
Holder shall provide written notice to the Company promptly when any additional Warrant Shares may be issued in compliance with the Beneficial
Ownership Limitation. The balance of the Warrant Shares shall promptly be issued when Holder provides notice that Holder holds less than
the Beneficial Ownership Limitation.
Expressly subject to the paragraph immediately following
this paragraph below, Holder may accept this offer by signing this letter below, with such acceptance constituting Holder’s exercise
in full or in part of the Reprice Warrants for an aggregate exercise price as set forth on the Holder’s signature page hereto (the
“Warrants Exercise Price”). Holder shall exercise the Reprice Warrants within 10 days of the Effective Date.
Additionally, the Company agrees to the representations,
warranties and covenants set forth on Annex A attached hereto.
From the date hereof until five Trading Days after
the date hereof (“Standstill Period”), neither the Company nor any Subsidiary shall issue, enter into any agreement
to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents; provided, however, that
this prohibition shall not apply to the Company’s issuance of securities upon the exercise or exchange of or conversion of any securities
exercisable or exchangeable for or convertible into shares of Common Stock, or other similar rights, issued and outstanding on the date
of this letter agreement, provided that such outstanding securities have not been amended since the date of this letter agreement to increase
the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities. The Company agrees
that it will not amend any issued and outstanding option or warrant during the Standstill Period other than warrants issued under the
Purchase Agreements.
If required and as determined by the Company or
its counsel, the Company shall file a Current Report on Form 8-K with the Securities and Exchange Commission disclosing all material
terms of the transactions contemplated hereunder. The Company represents, warrants and covenants that, upon acceptance of this offer,
the shares underlying the Reprice Warrants shall be issued as provided in the Purchase Agreements and in the Reprice Warrants and all
of the Warrant Shares shall be delivered electronically through the Depository Trust Company within the time periods specified therein
after the date the Company receives the Warrants Exercise Price for the exercised Reprice Warrants (or, with respect to shares that would
otherwise be in excess of the Beneficial Ownership Limitation, within two business days of the date the Company is notified by Holder
that its ownership is less than the Beneficial Ownership Limitation).
Holder agrees to comply with all applicable securities
laws concerning any resale of the Warrant Shares. The terms of the Reprice Warrants, including, but not limited to, the obligations to
deliver the Warrant Shares, shall otherwise remain in effect as if the acceptance of this offer were a formal Notice of Exercise (including,
but not limited to, any liquidated damages and compensation in the event of late delivery of the Warrant Shares).
The Company acknowledges and agrees that the obligations
of the Holders under this letter agreement are several and not joint with the obligations of any other holder of warrants of the Company
issued pursuant to the Purchase Agreements (each, an “Other Holder”) under any other agreement related to the exercise
of such warrants (“Other Warrant Exercise Agreement”), and the Holder shall not be responsible in any way for the performance
of the obligations of any Other Holder or under any such Other Warrant Exercise Agreement. Nothing contained in this letter agreement,
and no action taken by the Holders pursuant hereto, shall be deemed to constitute the Holders and the Other Holders as a partnership,
an association, a joint venture or any other kind of entity, or create a presumption that the Holders and the Other Holders are in any
way acting in concert or as a group with respect to such obligations or the transactions contemplated by this letter agreement and the
Company acknowledges that the Holders and the Other Holders are not acting in concert or as a group with respect to such obligations or
the transactions contemplated by this letter agreement or any Other Warrant Exercise Agreement. The Company and the Holders confirm that
the Holders have independently participated in the negotiation of the transactions contemplated hereby with the advice of its own counsel
and advisors. The Holders shall be entitled to independently protect and enforce their rights, including, without limitation, the rights
arising out of this letter agreement, and it shall not be necessary for any Other Holder to be joined as an additional party in any proceeding
for such purpose.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed by their respective authorized signatories as of the date first indicated above.
COLLECTIVE AUDIENCE, INC.
|
|
Address for Notice: |
| |
|
|
|
By: |
|
|
85 Broad Street 16-079
|
| |
Name: Peter Bordes |
|
New York, NY 10004 |
|
Title: Chief Executive Officer |
|
|
| |
|
|
E-Mail: peter@collectiveaudience.co |
Accepted and Agreed to:
Name of Holder: Brown Stone Capital Ltd.
Signature of Authorized Signatory of Holder: ______________________________
Name of Authorized Signatory: Nima Montazeri
Title of Authorized Signatory: President
Repriced Warrant Shares: 1,348,839.
Aggregate Exercise Price: $249,535.22.
Repriced Warrant Shares Issued on Date Hereof: None.
DTC Instructions: TBD
Accepted and Agreed to:
Name of Holder: Mr. Timothy Wong.
Signature of Authorized Signatory of Holder: ______________________________
Name of Authorized Signatory: Mr. Timothy Wong
Title of Authorized Signatory: N/A
Repriced Warrant Shares: 348,839.
Aggregate Exercise Price: $64,535.22.
Repriced Warrant Shares Issued on Date Hereof: None.
DTC Instructions: TBD
Annex A
Representations, Warranties and Covenants
of the Company. The Company hereby makes the following representations and warranties to the Holder:
(a) Authorization;
Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated
by this letter agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement
by the Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary
action on the part of the Company and no further action is required by the Company, its board of directors or its stockholders in connection
therewith. This letter agreement has been duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute
the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited by
general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting
enforcement of creditors’ rights generally; (ii) as limited by laws relating to the availability of specific performance, injunctive
relief or other equitable remedies; and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
(b) No
Conflicts. The execution, delivery and performance of this letter agreement by the Company and the consummation by the Company of
the transactions contemplated hereby do not and will not: (i) conflict with or violate any provision of the Company’s certificate
of incorporation, bylaws or other organizational or charter documents; or (ii) conflict with, or constitute a default (or an event that
with notice or lapse of time or both would become a default) under, result in the creation of any lien or encumbrance upon any of the
properties or assets of the Company in connection with, or give to others any rights of termination, amendment, acceleration or cancellation
(with or without notice, lapse of time or both) of, any material agreement, credit facility, debt or other material instrument (evidencing
Company debt or otherwise) or other material understanding to which such Company is a party or by which any property or asset of the Company
is bound or affected; or (iii) subject to such filings that may be required pursuant to applicable federal or state securities laws or
rules of any stock exchange on which the Common Stock is traded, which the Company undertakes to file within the applicable time periods,
conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court
or governmental authority to which the Company is subject (including federal and state securities laws and regulations), or by which any
property or asset of the Company is bound or affected, except, in the case of each of clauses (ii) and (iii), such as could not have or
reasonably be expected to result in a Material Adverse Effect (as defined in the Purchase Agreement).
Annex I
Reprice Warrants
Investor: Brown Stone Capital Ltd.
Issue Date: February 19, 2024
Exercise Price: $0.185
Warrant Shares: 1,000,000
Investor: Brown Stone Capital Ltd.
Issue Date: December 19, 2023
Exercise Price: $0.185
Warrant Shares: 348,839
Investor: Mr. Tim Wong
Issue Date: December 19, 2023
Exercise Price: $0.185
Warrant Shares: 348,839
v3.24.1.u1
| X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
| Name: |
dei_AmendmentFlag |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
| Name: |
dei_DocumentPeriodEndDate |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:dateItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
| Name: |
dei_DocumentType |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:submissionTypeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
| Name: |
dei_EntityAddressAddressLine1 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Definition
+ References
+ Details
| Name: |
dei_EntityAddressCityOrTown |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCode for the postal or zip code
| Name: |
dei_EntityAddressPostalZipCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the state or province.
| Name: |
dei_EntityAddressStateOrProvince |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:stateOrProvinceItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityCentralIndexKey |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:centralIndexKeyItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityEmergingGrowthCompany |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
| Name: |
dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| Name: |
dei_Security12bTitle |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| Name: |
dei_SecurityExchangeName |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarExchangeCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
Collective Audience (NASDAQ:CAUD)
과거 데이터 주식 차트
부터 11월(11) 2024 으로 12월(12) 2024
Collective Audience (NASDAQ:CAUD)
과거 데이터 주식 차트
부터 12월(12) 2023 으로 12월(12) 2024
