0001653247False00016532472022-05-102022-05-10

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________________
FORM 8-K
_______________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 10, 2022 (May 9, 2022)
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WAITR HOLDINGS INC.
(Exact name of Registrant as Specified in Its Charter)
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Delaware001-3778826-3828008
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
214 Jefferson StreetSuite 200
LafayetteLouisiana
70501
(Address of Principal Executive Offices)(Zip Code)
Registrant’s Telephone Number, Including Area Code: (337534-6881
Not Applicable
(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 (see General Instructions A.2. below):
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, Par Value $0.0001 Per ShareWTRHThe 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 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company  o
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. o



Item 1.01 Entry into a Material Definitive Agreement.

Amendment No. 5 to Credit and Guaranty Agreement

On May 9, 2022, Waitr Inc., Waitr Intermediate Holdings, LLC, other guarantors party thereto, Luxor Capital, LLC (“Luxor Capital”) and Luxor Capital Group, L.P. (“Luxor Capital Group” and, collectively with Luxor Capital, “Luxor”) entered into Amendment No. 5 to the existing credit and guaranty agreement dated as of November 15, 2018, as amended (the “Credit and Guaranty Agreement Amendment”). Pursuant to the Credit and Guaranty Agreement Amendment, Waitr Inc. has made a $20 million prepayment with respect to the term loan outstanding under the credit and guaranty agreement, reducing the outstanding amount of the term loan from approximately $35 million to approximately $15 million. Additionally, the Credit and Guaranty Agreement Amendment (i) provides that going forward on a quarterly basis, 50% of the proceeds of any future at-the-market public common stock issuances (“ATM Offerings”) by Waitr Holdings Inc. (the “Company”) will be applied by Waitr Inc. to the prepayment of the term loan under the credit and guaranty agreement and (ii) includes a six-month extension of the maturity date of the credit and guaranty agreement until May 15, 2024.

The foregoing description of the Credit and Guaranty Agreement Amendment does not purport to be complete and is qualified in its entirety by the full text of the Credit and Guaranty Agreement Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Amendment No. 5 to Credit Agreement

On May 9, 2022, the Company and Luxor entered into Amendment No. 5 to the existing credit agreement dated as of November 15, 2018, as amended (the “Credit Agreement Amendment”). The Credit Agreement Amendment (i) provides that going forward on a quarterly basis, 50% of the proceeds of any future ATM Offerings received by the Company will be contributed to Waitr Inc. to be applied to the prepayment of the term loan under the credit and guaranty agreement and (ii) includes a six-month extension of the maturity date of the credit agreement until May 15, 2024.

The foregoing description of the Credit Agreement Amendment does not purport to be complete and is qualified in its entirety by the full text of the Credit Agreement Amendment, which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits

Exhibit
Number
Description
10.1
10.2
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURE
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.
WAITR HOLDINGS INC.
Date: May 10, 2022By:/s/ Thomas C. Pritchard
Name: Thomas C. Pritchard
Title: General Counsel
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