Twin Hospitality Group Inc.

10/03/2025 | Press release | Distributed by Public on 10/03/2025 14:48

Material Agreement (Form 8-K)

Item 1.01 Entry Into a Material Definitive Agreement.

On September 30, 2025, Twin Hospitality Group Inc. (the "Company") entered into a Common Stock Purchase Agreement (the "Purchase Agreement") and related Registration Rights Agreement (the "RRA") with White Lion Capital, LLC ("White Lion). Pursuant to the Purchase Agreement, the Company has the right, but not the obligation, to require White Lion to purchase, from time to time, up to $50.0 million in aggregate gross purchase price of newly issued Class A common stock of the Company (the "Common Stock"), subject to certain limitations and conditions set forth in the Purchase Agreement.

The Company is obligated under the Purchase Agreement and the RRA to file a registration statement with the Securities and Exchange Commission ("SEC") to register the Common Stock under the Securities Act of 1933, as amended (the "Securities Act"), for the resale by White Lion of shares of Common Stock that the Company may issue to White Lion under the Purchase Agreement.

Subject to the satisfaction of certain customary conditions including, without limitation, the effectiveness of a resale registration statement (the "Registration Statement") registering the resale of the shares issuable pursuant to the Purchase Agreement, the Company's right to sell shares to White Lion commenced upon the execution of the Purchase Agreement, and extends until 36 months from the execution of the Purchase Agreement, or until the Company has exercised in full its right to sell shares to White Lion under the Purchase Agreement (the "Commitment Period"). During the Commitment Period, subject to the provisions of the Purchase Agreement, the Company may notify (such notice, a "Purchase Notice") White Lion when the Company exercises its right to sell shares.

The Purchase Notice may be a (i) Fixed Purchase Notice, (ii) Rapid Purchase Notice, or (iii) VWAP Purchase Notice, each as described below.

Under a "Fixed Purchase Notice", the purchase price to be paid by White Lion will equal 85% of the lowest daily volume-weighted average price (as defined in the Purchase Agreement, "VWAP") of the Common Stock during five consecutive business days prior to, ending on and including the applicable notice date. The maximum number of shares under each Fixed Purchase Notice will be the lesser of: (a) 30% of the "Median Daily Trading Volume" (as defined in the Purchase Agreement), and (ii) $250,000 divided by the highest closing price of the Common Stock over the most recent five business days.
Under a "VWAP Purchase Notice", the purchase price to be paid by White Lion will equal 97.5% of the VWAP of the Common Stock during the "VWAP Purchase Valuation Period" (as determined under the Purchase Agreement) less five cents ($0.05) per share. The maximum number of shares under each VWAP Purchase Notice will be the lesser of: (a) 20% of the "Average Daily Trading Volume" (as defined in the Purchase Agreement), and (ii) $200,000 divided by the highest closing price of the Common Stock over the most recent five business days.
Twin Hospitality Group Inc. published this content on October 03, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on October 03, 2025 at 20:49 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]