Business Context and Reporting Period
This Form 8-K is filed by Limoneira Company for the reporting period ending April 30, 2014. The filing reports the completion of a private offering of equity securities.
Key Financial Metrics
The filing details a capital raise event rather than operational financial performance metrics such as revenue or operating margins.
- Transaction Type: Unregistered sale of 4% Voting Preferred Stock, Series B-2.
- Second Closing Proceeds: Approximately $7,000,000 received on April 30, 2014.
- Shares Issued in Second Closing: 7,000 shares.
- Total Offering Proceeds: $9,300,000 aggregate purchase price.
- Total Shares Issued: 9,300 shares of Series B-2 Preferred Stock.
- Par Value: $100.00 per share.
- Investor: WPI-ACP Holdings, LLC (an entity affiliated with Water Asset Management, LLC).
Material Changes
The material change reported is the finalization of the Series B-2 Preferred Stock offering. The initial closing occurred on March 21, 2014, and this filing confirms the second and final closing on April 30, 2014, completing the aggregate issuance of 9,300 shares.
Guidance, Outlook, and Risks
The filing does not provide forward-looking guidance, management commentary on future operations, or specific risk factors beyond the standard disclosure that the summary is qualified by reference to the March 24, 2014 Form 8-K. The transaction was executed pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933.
Investor Verification Checklist
- Verify the terms of the Series B-2 Stock Purchase Agreement dated March 21, 2014.
- Review the March 24, 2014 Form 8-K for details on the initial closing and full offering structure.
- Confirm the voting rights and dividend preferences associated with the Series B-2 Preferred Stock.
- Assess the impact of the $9.3 million capital infusion on the company's liquidity position.