PRST Presto Automation Inc. - 8-K

Item 8.01 Other Events

As previ ously
disclosed:

●

On
May 28, 2024, Presto Automation Inc. (“Presto” or the “Company”) entered into a Common Stock Purchase Agreement
(the “First CSPA”) with Triton Funds, LP, a Delaware limited partnership (“Triton”). Pursuant to the CSPA, the
Company had the right, but not the obligation, to sell to Triton up to $5,000,000 of shares of the Company’s common stock, par
value $0.0001 per share (the “Common Stock”).

●

On
July 24, 2024, Presto entered into a further Common Stock Purchase Agreement (the “Second CSPA” and, together with the First
CSPA, the “CSPAs”) with Triton. Pursuant to the Second CSPA, the Company had the right, but not the obligation, to sell to
Triton up to $25,000,000 of shares of Common Stock.

Please
refer to the Company’s current reports on Form 8-K filed on May 28, 2024 and July 25,
2024 for additional information regarding the terms of the First CSPA and the Second CSPA.

Sales of Shares Pursuant to
the First CSPA and Second CSPA

The following table sets forth
information about the Common Stock issued to Triton pursuant to the CSPAs.

Date of Issuance

Number of

Shares

Price Per

Share ($)

Proceeds ($)

Agreement

May 31, 2024

9,988,465

0.06680

667,229

First CSPA

June 4, 2024

10,190,252

0.05175

527,346

First CSPA

June 7, 2024

26,259,020

0.07590

1,993,060

First CSPA

July 31, 2024

7,790,353

0.02384

185,722

Second CSPA

July 31, 2024

15,580,706

0.02384

371,444

Second CSPA

August 1, 2024

15,580,706

0.01808

281,699

Second CSPA

August 2, 2024

15,580,706

0.01808

281,699

(1)

Second CSPA

August 7, 2024

80,000,000

0.00184

147,200

Second CSPA

(1)

The Company has not received this payment and understands that Triton is withholding such payment
on the basis that it offsets the value of certain compensation that Triton asserts the Company owes Triton.

Section 7.2(f) of each CSPA permits
Triton to return to the Company any unsold shares in the event that the Common Stock is delisted from the Nasdaq Stock Market (“Nasdaq”).
The Common Stock was delisted from Nasdaq on August 8, 2024. The Company believes there is no risk of return of any shares set forth in
the table above because the Company received confirmation from Triton that such shares were sold and, other than with respect to the one
instance set forth in the table, the Company received payment for such shares.

The Company disclosed on August
12, 2024 that it had issued purchase notices to Triton in the separate amounts of 125 million, 175 million and 200 million shares as of
August 11, 2024. The Company delivered 125 million shares to Triton’s brokerage account on August 12, 2024. The Company has confirmed
with Triton that the shares were not sold and the parties are working to return the shares to the Company for cancellation. The Company
has advised Triton that no registration statement is available to facilitate any sale of such shares.

Status of CSPAs

The Company has not sought
the sale of any shares pursuant to the CSPAs subsequent to the return of the 125,000,000 shares described above. The Company is
unable to use the CSPAs to raise capital absent waivers from Triton of conditions set forth in the CSPAs that the Company is
currently unable to satisfy. Nevertheless, for the avoidance of doubt, the Company sent a formal notice of termination of the CSPAs
to Triton on September 13, 2024. As a result, there is no possibility that the Company can issue shares pursuant to either
CSPA.

Exchange Act Deregistation
and Suspension of Reporting Obligations

The Company intends to terminate
its registration, and suspend its obligation to file reports, under the Exchange Act by filing a Form 15 as soon as is practicable.

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