Lafayette Square USA Inc.
05/03/2024 | Press release | Distributed by Public on 05/03/2024 11:27
Private Placement - Form 8-K
| Item 3.02. | Unregistered Sales of Equity Securities. |
On April 29, 2024, pursuant to a drawdown notice previously delivered to investors, Lafayette Square USA, Inc. (the "Company") sold approximately 0.73 million shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), for an aggregate offering price of approximately $11 million.
The sales of Common Stock were made pursuant to subscription agreements (collectively, the "Subscription Agreements") entered into by the Company with its investors. Under the terms of the Subscription Agreements, each investor is required to fund drawdowns to purchase shares of Common Stock up to the amount of their respective capital commitments on an as-needed basis.
The sales of the Common Stock are exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) thereof and Regulation D thereunder. The Company has not engaged in general solicitation or advertising with regard to the issuance and sale of the Common Stock and has not offered securities to the public in connection with such issuance and sale. The Company relied, in part, upon representations from investors in the relevant Subscription Agreements that each investor is an "accredited investor," as defined in Regulation D under the Securities Act.