FALSE000180770700018077072023-12-012023-12-010001807707us-gaap:CommonStockMember2023-12-012023-12-010001807707us-gaap:WarrantMember2023-12-012023-12-01

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): December 1, 2023
AppHarvest, Inc.
(Exact name of registrant as specified in its charter)
Delaware001-3928884-5042965
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
1890 Star Shoot Pkwy Ste. 170 PMB 168
Lexington, KY
40509
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (606) 653-6100

(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 obligations of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-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 Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.0001 par value per shareAPPHQNone
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per shareAPPHWQNone
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
☐
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. ☐


Item 1.03 Bankruptcy or Receivership

As previously disclosed, on July 23, 2023, AppHarvest, Inc. (the “Company”) and certain of its affiliates (collectively, the “Debtors”) filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of Texas (the “Court”), thereby commencing chapter 11 cases for the Debtors (the “Chapter 11 Cases”).

As previously disclosed, on September 14, 2023, the Court entered its order (the “Confirmation Order”) confirming the Second Amended Joint Plan of Liquidation of AppHarvest Products, LLC and its Debtor Affiliates (the “Plan”).

On December 5, 2023, all conditions to the occurrence of the effective date set forth in the Plan and the Confirmation Order were satisfied and the effective date of the Plan (the “Effective Date”) occurred. On the same date, the Company filed a Notice of Effective Date of the Plan (the “Notice of Effective Date”) with the Court. On the Effective Date, pursuant to the Plan, all of the shares of common stock of the Company outstanding immediately prior to the Effective Date, were cancelled and discharged and are of no force and effect. A copy of the Notice of Effective Date is attached hereto as Exhibit 99.1 and incorporated in this Item 1.03 by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets

As previously disclosed, on September 6, 2023, the Court entered an order approving the sale of certain principal assets of AppHarvest Pulaski Farm, LLC (“Seller”) in connection with Seller’s facility located in Somerset, Kentucky pursuant to that certain Asset Purchase Agreement by and between Bosch Berries Kentucky Operations Corp. (“Purchaser”) and Seller, dated as of August 31, 2023 (the “Somerset APA”). Under the Somerset APA, Purchaser agreed, subject to the terms and conditions of the Somerset APA, to acquire the Transferred Assets (as defined in the Somerset APA) from Seller in exchange for Purchaser’s entry into certain Amended and Assigned GNCU Loan Documentation and an amount disbursed by GNCU to satisfy its obligations under the GNCU Letter (as each such capitalized term is defined in the Somerset APA). On December 1, 2023, the Seller and Purchaser consummated the sale, thereby completing the disposition of the Transferred Assets.

Item 3.03 Material Modification to the Rights of Security Holders

To the extent applicable to this item, the information set forth under Item 1.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 8.01 Other Events

Deregistration of Securities

The Company intends to file post-effective amendments to each of its Registration Statements on Form S-1, Form S-3 and Form S-8 and promptly file a Form 15 with the Securities and Exchange Commission, or the SEC, to deregister its securities under Section 12(g) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and suspend the Company’s reporting obligations under Sections 13(a) and 15(d) of the Exchange Act. Upon the filing of the Form 15, the Company’s obligation to file periodic and current reports with the SEC, including Forms 10-K, 10-Q and 8-K, will be immediately suspended.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.Description
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)





SIGNATURES
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.
AppHarvest, Inc.
Dated: December 5, 2023
By:/s/ Loren Eggleton
Loren Eggleton
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)

Exhibit 99.1
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION


In re:

APPHARVEST PRODUCTS, LLC, et al.

                                    Debtors.1

Chapter 11

Case No. 23-90745 (CML)

(Jointly Administered)
NOTICE OF (I) ENTRY OF
ORDER CONFIRMING THE SECOND AMENDED
JOINT PLAN OF LIQUIDATION OF APPHARVEST PRODUCTS, LLC AND
ITS DEBTOR AFFILIATES, (II) SOMERSET CLOSING, AND (III) OCCURRENCE OF THE EFFECTIVE DATE

TO ALL CREDITORS, INTEREST HOLDERS, AND OTHER PARTIES IN INTEREST:

PLEASE TAKE NOTICE that, on September 14, 2023, the United States Bankruptcy Court for the Southern District of Texas (the “Court”) entered the Order Approving the Debtors’ Disclosure Statement and Confirming the Amended Joint Plan of Liquidation of AppHarvest Products, LLC and Its Debtor Affiliates [Docket No. 461] (the “Confirmation Order”) confirming the Second Amended Joint Plan of Liquidation of AppHarvest Products, LLC and Its Debtor Affiliates [Docket No. 458] (as may be altered, amended, modified, or supplemented from time to time, including all exhibits and schedules thereafter, the “Plan”).2

PLEASE TAKE FURTHER NOTICE that, on December 1, 2023, the Closing occurred in accordance with the Somerset APA and the Order (I) Approving the Sale of the Debtors' Somerset Assets, (II) Authorizing Assumption and Assignment of Certain Executory Contracts and Unexpired Leases Related Thereto, and (III) Granting Related Relief [Docket No. 413] (the "Somerset Sale Order").

PLEASE TAKE FURTHER NOTICE that, on December 5, 2023, the Effective Date of the Plan occurred and the Debtors emerged from their chapter 11 cases. Each of the conditions precedent to consummation of the Plan enumerated in Article VIII of the Plan have been satisfied or waived in accordance with the Plan and the Confirmation Order.

1 The Debtors in these chapter 11 cases, together with the last four digits of the Debtors’ federal tax identification number, are: AppHarvest Operations, Inc. (5929), AppHarvest, Inc. (2965), AppHarvest Farms, LLC (7067), AppHarvest Morehead Farm, LLC (1527), AppHarvest Richmond Farm, LLC (0632), AppHarvest Berea Farm, LLC (3140), AppHarvest Pulaski Farm, LLC (2052), AppHarvest Development, LLC (None), Rowan County Development, LLC (0700), AppHarvest Technology, Inc. (4868), AppHarvest Products, LLC (5929), and AppHarvest Foundation, LLC (None). The Debtors’ service address is 500 Appalachian Way, Morehead, KY 40351.
2 Unless otherwise defined in this notice, capitalized terms used in this notice shall have the meanings ascribed to them in the Plan or the Somerset Sale Order (as defined herein), as applicable.


PLEASE TAKE FURTHER NOTICE that the Court has approved certain release, exculpation, injunction, and related provisions in Article IX of the Plan.

PLEASE TAKE FURTHER NOTICE that, except as otherwise set forth in the Plan or Confirmation Order, the terms of the Plan are immediately effective and enforceable and deemed
binding upon the Debtors, the Plan Administrator, and any and all Holders of Claims and Interests (regardless of whether such Claims or Interests are deemed to have accepted or rejected the Plan), all Entities that are parties to or subject to the settlements, compromises, releases, and injunctions described in the Plan, each Entity acquiring property under the Plan or the Confirmation Order, and any and all non-Debtor parties to Executory Contracts and/or Unexpired Leases with the Debtors.
PLEASE TAKE FURTHER NOTICE that, pursuant to the Plan and the Confirmation Order, the deadline for filing requests for payment of Administrative Claims arising after July 23, 2023, through and including the Effective Date, other than Professional Fee Claims, is thirty (30) days after the Effective Date.

PLEASE TAKE FURTHER NOTICE that, pursuant to the Plan and the Confirmation Order, except as otherwise provided in the Plan or Confirmation Order, each Executory Contract and Unexpired Lease shall be deemed automatically rejected pursuant to sections 365 and 1123 of the Bankruptcy Code, unless such Executory Contract or Unexpired Lease: (a) has been previously assumed, assumed and assigned, or rejected pursuant to a Bankruptcy Court order; (b) is the subject of a motion to assume, assume and assign, or reject such Executory Contract or Unexpired Lease (or of a Filed objection with respect to the proposed assumption, assumption and assignment, or rejection of such Executory Contract or Unexpired Lease) that is pending on the Effective Date; (c) is a contract, release, or other agreement or document entered into in connection with the Plan, or otherwise assumed under the Plan; or (d) is an Indemnification Obligation or D&O Liability Insurance Policy.

PLEASE TAKE FURTHER NOTICE that all Proofs of Claim with respect to any Claims arising from the rejection of the Executory Contracts or Unexpired Leases which are rejected pursuant to the Plan or the Confirmation Order (and which are not subject to any separate Court order authorizing the rejection of such Executory Contracts or Unexpired Leases), if any, must be Filed with the Bankruptcy Court within thirty (30) days of the Effective Date. Any Claims arising from the rejection of an Executory Contract or Unexpired Lease pursuant to the Plan and Confirmation Order that are not timely Filed within thirty (30) days of the Effective Date will be disallowed automatically, forever barred from assertion, and shall not be enforceable against, as applicable, the Debtors, the Estates, the Plan Administrator, or any of their respective assets and properties. All Allowed Claims arising from the rejection of the Debtors’ Executory Contracts or Unexpired Leases shall be classified as General Unsecured Claims and shall be treated in accordance with Article V of the Plan.

PLEASE TAKE FURTHER NOTICE that the Plan and the Confirmation Order contain other provisions that may affect your rights. You are encouraged to review the Plan and the Confirmation Order in their entirety.

2


PLEASE TAKE FURTHER NOTICE that if you would like to obtain a copy of the Confirmation Order, the Disclosure Statement, the Plan, the Plan Supplement, or related documents, free of charge, you may: (a) access the Debtors’ restructuring website at https://cases.stretto.com/appharvest/; (b) write to AppHarvest Ballot Processing, c/o Stretto, 410 Exchange, Suite 100, Irvine, CA 92602; (c) call (833) 216-0292 (toll-free) or 949620-1088 (internationally); or (d) email AppHarvestInquiries@stretto.com. You may also obtain copies of any pleadings filed in these chapter 11 cases for a fee via PACER at https://ecf.txsb.uscourts.gov/.

THIS NOTICE IS BEING SENT TO YOU FOR INFORMATIONAL PURPOSES ONLY. IF YOU HAVE QUESTIONS WITH RESPECT TO YOUR RIGHTS UNDER THE PLAN OR ABOUT ANYTHING STATED HEREIN OR IF YOU WOULD LIKE TO OBTAIN ADDITIONAL INFORMATION, PLEASE CONTACT THE NOTICE AND CLAIMS AGENT.
3



Dated: December 5, 2023
Houston, Texas
/s/ Vienna F. Anaya
JACKSON WALKER LLP
Matthew D. Cavenaugh (TX Bar No. 24062656)
SIDLEY AUSTIN LLP
Stephen E. Hessler (admitted pro hac vice)
Vienna Anaya (TX Bar No. 24091225)
Emily Meraia (TX Bar No. 24129307)
1401 McKinney Street, Suite 1900
Houston, Texas 77010
Telephone: (713) 752-4200
Anthony Grossi (admitted pro hac vice)
Patrick Venter (admitted pro hac vice)
787 Seventh Avenue
New York, New York 10019
Telephone: (212) 839-5300
Facsimile: (713) 752-4221
Email: vanaya@jw.com

Facsimile: (212) 839-5599
Email: shessler@sidley.com
emeraia@jw.com

agrossi@sidley.com

pventer@sidley.com

Duston McFaul (TX Bar No. 24003309)
Jeri Leigh Miller (TX Bar No. 24102176)
1000 Louisiana Street, Suite 5900
Houston, Texas 77002
Telephone: (713) 495-4500
Facsimile: (713) 495-7799
Email: dmcfaul@sidley.com
            jeri.miller@sidley.com
Co-Counsel to the Debtors and Debtors in Possession

4

v3.23.3
Cover
Dec. 01, 2023
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Dec. 01, 2023
Entity Registrant Name AppHarvest, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-39288
Entity Tax Identification Number 84-5042965
Entity Address, Address Line One 1890 Star Shoot Pkwy Ste. 170 PMB 168
Entity Address, City or Town Lexington
Entity Address, State or Province KY
Entity Address, Postal Zip Code 40509
City Area Code 606
Local Phone Number 653-6100
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001807707
Common Stock, $0.0001 par value per share  
Document Information [Line Items]  
Title of 12(b) Security Common Stock, $0.0001 par value per share
Trading Symbol APPHQ
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share  
Document Information [Line Items]  
Title of 12(b) Security Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share
Trading Symbol APPHWQ
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