LOCL

Business Context and Reporting Period

Company: Local Bounti Corporation (LOCL)
Filing Type: Form 8-K (Current Report)
Date of Report: October 14, 2025
Event: Special Meeting of Stockholders held on October 14, 2025, to approve matters related to a convertible note and warrant purchase agreement with U.S. Bounti, LLC.

Key Financial Metrics

The filing does not provide specific financial performance metrics such as revenue, profit, cash flow, margins, debt levels, or liquidity ratios. The document focuses exclusively on corporate governance and shareholder voting outcomes.

Material Changes and Voting Results

Stockholders voted on two primary proposals to comply with New York Stock Exchange (NYSE) listing rules regarding a financing transaction with U.S. Bounti, LLC:

• Proposal 1 (NYSE Approval Proposal): Approval for the issuance of up to 5,131,871 shares of Common Stock upon conversion of a convertible note and up to 550,000 shares underlying a common stock purchase warrant.
  • Result: Approved.
  • Votes For: 16,394,367
  • Votes Against: 17,872
  • Abstain: 1,763
• Proposal 2 (Adjournment): Approval to adjourn the meeting if necessary to solicit additional proxies.
  • Result: Approved.
  • Votes For: 16,395,341
  • Votes Against: 17,281
  • Abstain: 1,380

Quorum Status: As of the record date (August 22, 2025), 22,123,010 shares were outstanding. 74.2% of shares were present via webcast or proxy, constituting a quorum.

Guidance, Outlook, and Risks

The filing contains no management commentary, financial guidance, or outlook for future periods. No specific risks or contingencies are detailed beyond the standard requirement for NYSE approval of the share issuances.

Key Facts for Investor Verification

• Verify the terms of the Convertible Note and Warrant Purchase Agreement dated August 1, 2025, with U.S. Bounti, LLC.
• Confirm the dilution impact of the approved issuance of up to 5,681,871 total shares (5,131,871 from conversion + 550,000 from warrants).
• Review the company's current capital structure to assess the significance of the new debt/equity instruments relative to existing obligations.
• Check subsequent filings for the actual execution of the share issuances and the use of proceeds from the convertible note.