GNC HOLDINGS, INC. (NYSE:GNC) Files An 8-K Other Events

GNC HOLDINGS, INC. (NYSE:GNC) Files An 8-K Other Events
Item 8.01 Other Events

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As previously disclosed, on February 13, 2018, GNC Holdings, Inc. (the “Company”) entered into a Securities Purchase Agreement (as amended from time to time, the “Securities Purchase Agreement”) by and between the Company and Harbin Pharmaceutical Group Holdings Co., Ltd. (the “Investor”), to which the Company agreed to issue and sell to the Investor, and the Investor agreed to purchase from the Company, 299,950 shares of a newly created series of convertible preferred stock of the Company, designed the “Series A Convertible Preferred Stock” (the “Preferred Stock”), for a purchase price of $1,000 per share, or an aggregate of approximately $300 million (the “Securities Purchase”). The Convertible Preferred Stock is convertible into shares of the common stock of the Company at an initial conversion price of $5.35 per share, subject to customary anti-dilution adjustments. to the terms of the Securities Purchase Agreement, Investor assigned its interest in the Securities Purchase Agreement to Harbin Pharmaceutical Group Co., Ltd., a company incorporated in the People’s Republic of China (“Hayao”).

Also as previously disclosed, on November 7, 2018, the Company and Hayao entered into an Amendment to the Securities Purchase Agreement, to which the Company and Hayao agreed, among other things, to complete the Securities Purchase as follows: (i) 100,000 shares of Preferred Stock that were issued on November 8, 2018 for a total purchase price of $100,000,000, (ii) 50,000 shares of Preferred Stock to be issued on December 28, 2018 for a total purchase price of $50,000,000 (the “Second Issuance”) and (iii) 149,950 shares of Preferred Stock to be issued on February 13, 2019 for a total purchase price of $149,950,000.

On January 2, 2019, the Company received the $50,000,000 purchase price for the Second Issuance from Hayao and issued 50,000 shares of Preferred Stock to Hayao. Accordingly, the Second Issuance has been completed.


GNC Holdings, Inc. is a specialty retailer of health, wellness and performance products, including vitamins, minerals and herbal supplement products (VMHS), sports nutrition products and diet products. The Company operates in three segments: Retail, Franchising and Manufacturing/Wholesale. The Retail segment includes sales of products to customers at its company-owned stores in the United States, Canada, Puerto Rico and Ireland and through its Websites, and Its Franchise segment consists of its domestic and international franchise operations. Its Manufacturing/Wholesale segment consists of its manufacturing operations in South Carolina and its wholesale sales business. The Company’s brands include Mega Men, Ultra Mega, Total Lean, Pro Performance and Pro Performance AMP, Beyond Raw, GNC Puredge, GNC GenetixHD and Herbal Plus. The Company offers products through, and

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