The Company Furnishes Details on Transaction Support Agreement and Board Changes
Summary
On September 29, 2025, the Company entered into a Transaction Support Agreement with Supporting Noteholders, representing approximately 47% of Existing Convertible Notes, as announced via Ex. 99.1 press release. Under this agreement, Supporting Noteholders will tender their notes in an Exchange Offer, and the Company will pay a $12.5 million SteerCo Premium in the form of New Convertible Notes. In connection with the Exchange Offer, Ethan Brown and Nandita Bakhshi will transition off the Board, while C. James Koch will resign and be re-appointed. Mr. Zyngier and Mr. Wallander are to be appointed as new directors, with Mr. Zyngier serving on the audit committee and Mr. Wallander on the human capital management and compensation committee.
Why It Matters
This agreement with a significant portion of convertible noteholders, including a $12.5 million premium and substantial board restructuring, signals a material financial and governance overhaul for the Company, impacting its capital structure and future strategic direction.
Filing Details
Reported Items
Additional Information
- CIK Number
- 0001655210
- Filing Date
- Monday, September 29, 2025
- Filing Time
- 12:00 AM UTC
- Form Type
- 8-K
- Materiality Level
- high
- Sentiment
- neutral