UNITED ~~STATES~~STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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 ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): November 04, 2022

Date of Report (Date of earliest event reported): October 25, 2022

Fast Radius, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	~~001-40032~~	001-40032	85-3692788
(State or Other Jurisdiction of Incorporation)	(Commission File Number)		(IRS Employer Identification No.)
(State or Other Jurisdictionof Incorporation)		(Commission File Number)	(IRS EmployerIdentification No.)
113 N. May Street
Chicago, Illinois			60607
(Address of Principal Executive Offices)			(Zip Code)

113 N. May Street
Chicago, Illinois				60607
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (312) 319-1060

(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 obligation 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 class	~~Trading Symbol~~TradingSymbol(s)	Name of each exchange on which registered
Common stock, par value $0.0001 per share	FSRD	The NASDAQ Stock Market LLC
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share	FSRDW	The NASDAQ Stock Market LLC

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 1.0103 ~~Entry~~Bankruptcy ~~into~~or ~~a Material Definitive Agreement~~Receivership.

On ~~October 25~~November 7, 2022, Fast Radius ~~Operations~~, Inc., a Delaware corporation (“Fast Radius” ~~Operations~~or the “Company”), ~~and~~together ~~wholly~~with its wholly-owned ~~subsidiary~~subsidiaries of(the ~~Fast Radius~~“Debtors”), ~~Inc.,~~filed avoluntary ~~Delaware~~petitions ~~corporation~~ (collectively, the “~~Company~~Bankruptcy Petitions”), ~~and~~for ~~United~~bankruptcy ~~Parcel~~protection ~~Service~~under ~~General~~Chapter ~~Services~~11 Coof Title 11 of the United States Bankruptcy Code., aThe ~~Delaware~~filing ~~corporation~~was ~~(“UPS”),~~made ~~entered~~in ~~into~~the United States Bankruptcy Court for the ~~Termination Agreement~~ District of Delaware (~~defined~~the ~~below~~“Court”). Joint ~~The~~administration ~~disclosure~~has ~~included~~been sought under ~~Item~~the ~~1.02~~caption ~~below~~In isre ~~incorporated~~Fast ~~herein~~Radius, byInc., ~~reference~~et al., Case No. 22-11051.

OnThe ~~October 31,~~Debtors ~~2022,~~will ~~the~~continue ~~Company~~their ~~entered~~operations ~~into~~in ~~(i) a~~the ~~Third~~ordinary ~~Amendment~~course toof ~~Loan~~business ~~and~~as ~~Security~~debtors-in-possession ~~Agreement~~and ~~(the~~pursue ~~“SVB~~a ~~Amendment”)~~structured ~~with~~sale ~~Silicon~~of ~~Valley~~their ~~Bank~~assets ~~(“SVB”),~~pursuant ~~which,~~to ~~among~~a ~~other~~competitive ~~things,~~bidding ~~amended~~and ~~that~~auction ~~certain~~process. ~~Loan~~The ~~and~~Debtors ~~Security~~have ~~Agreement,~~filed ~~dated~~a asvariety of ~~December 29,~~“first ~~2020~~day” ~~(as~~motions ~~amended,~~seeking ~~the~~approval ~~“SVB~~from ~~Credit~~the ~~Agreement”),~~Court byfor ~~and~~various ~~between~~forms ~~Fast~~of ~~Radius~~customary ~~Operations~~relief. ~~and~~including ~~SVB~~authority ~~and~~to: (~~ii)~~ a) ~~Third~~continue ~~Amendment~~using totheir ~~Loan~~existing ~~and~~cash ~~Security~~management ~~Agreement~~system, (~~the~~b) ~~“SVB~~pay ~~Capital~~prepetition ~~Amendment” and~~wages, ~~together~~compensation ~~with~~and ~~the~~employee ~~SVB Amendment~~benefits, ~~the “Amendments”~~(c) ~~with~~use ~~SVB~~cash ~~Innovation Credit Fund VIII~~collateral, ~~L.P.~~ (~~“SVB Capital”~~d), ~~which,~~maintain ~~among~~existing ~~other~~insurance ~~things,~~policies ~~amended that certain Loan~~ and ~~Security~~pay ~~Agreement,~~related ~~dated as of September 10~~obligations, ~~2021~~ (ase) ~~amended,~~pay ~~the~~certain ~~“SVB~~prepetition ~~Capital Credit Agreement” and~~taxes, ~~together~~(f) ~~with~~provide ~~the~~adequate ~~SVB~~assurance ~~Credit~~of ~~Agreement,~~payment ~~the~~to ~~“Credit~~their ~~Agreements”)~~utility providers, by and ~~between~~(g) ~~Fast~~pay ~~Radius~~prepetition ~~Operations~~claims ~~and~~of ~~SVB~~certain ~~Capital.~~critical vendors.

~~The~~Item ~~Amendments amended the Credit Agreements to, among other things, defer the payment of principal otherwise due under the Credit Agreements on November 1, 2022, in the aggregate amount of $~~2~~,627,777~~.~~78.~~04 IfTriggering ~~the~~Events ~~Company~~That ~~achieves~~Accelerate ~~certain~~or ~~specified~~Increase ~~milestones~~a ~~(the~~Direct ~~“Milestones”),~~Financial ~~the~~Obligation ~~payment~~or ofan ~~principal~~Obligation ~~otherwise due~~ under ~~the~~an ~~Credit~~Off-Balance ~~Agreements~~Sheet ~~on December 1, 2022, in the aggregate amount of $2,627,777~~Arrangement.78 will be deferred until January 1, 2023, at which time the Company will be required to make monthly payments of principal (including the deferred principal) in the aggregate amount of $3,802,777.78 plus accrued but unpaid interest through the maturity dates under the Credit Agreements. If the Company does not achieve the Milestones, then commencing on December 1, 2022, the Company will be required to make monthly payments of principal (including the deferred principal) in the aggregate amount of $3,097,777.78 plus accrued but unpaid interest. The Amendments also revised the maturity dates under the Credits Agreement from April 3, 2023 (under the SVB Capital Credit Agreement) and December 1, 2024 (under the SVB Credit Agreement), in each case to the earlier of (a) April 3, 2023, or (b) December 23, 2022, in the event the Milestones are achieved.

The ~~foregoing~~filing ~~description~~of the Bankruptcy Petitions constitutes an event of default that accelerated the ~~Amendments~~obligations ~~does~~of ~~not~~the ~~purport~~Company toand becertain ~~complete~~of its subsidiaries under each of that certain (i) Loan and isSecurity ~~qualified~~Agreement, indated ~~its~~as ~~entirety~~of byDecember 29, 2020 (as amended or otherwise modified prior to the ~~terms~~date hereof, the “SVB Credit Agreement”), by and ~~conditions~~between Fast Radius Operations, Inc., a Delaware corporation and wholly-owned subsidiary of the ~~Amendments~~Company (“Fast Radius Operations”), ~~which~~and ~~will~~Silicon beValley ~~filed~~Bank and (ii) Loan and Security Agreement, dated as ~~exhibits~~of September 10, 2021 (as amended or otherwise modified prior to the ~~Company’s~~date ~~Annual~~hereof, ~~Report~~the on“SVB ~~Form~~Capital ~~10-K~~Credit ~~for~~Agreement” and, together with the ~~period~~SVB ~~ending~~Credit ~~December 31~~Agreement, ~~2022~~the “Credit Agreements”), by and between Fast Radius Operations and SVB Innovation Credit Fund VIII, L.P.

~~Item~~The ~~1.02~~Credit ~~Termination~~Agreements provide that as a result of the filing of the Bankruptcy Petitions, the principal, accrued interest due thereunder and all other fees and expenses required to be paid pursuant to the terms thereof shall be immediately due and payable. Any efforts to enforce such payment obligations under the Credit Agreements are automatically stayed as a ~~Material~~result ~~Definitive~~of ~~Agreement~~the filing of the Bankruptcy Petitions, and the creditors’ rights of enforcement in respect of the Credit Agreements are subject to the applicable provisions of the Bankruptcy Code.

OnItem ~~October 25,~~2.05 ~~2022,~~Costs ~~Fast~~Associated Radius Operations and UPS entered into a Termination Agreement (the “Termination Agreement”) pursuant to which the parties mutually agreed to terminate that certain Amended and Restated Discount Agreement, dated as of March 21, 2019, by and between Fast Radius Operations and UPS (as amended, the “Discount Agreement”), with ~~such~~Exit ~~termination~~or ~~effective~~Disposal ~~as of October 25, 2022~~Activities.

~~Under~~On ~~the~~November ~~Discount~~3, ~~Agreement~~2022, ~~Fast~~the ~~Radius~~Company’s ~~Operations~~board ~~had~~of ~~agreed~~directors ~~to compensate UPS in~~ (the ~~form~~“Board”) ofapproved ~~equity royalties or~~ a ~~quarterly~~reduction ~~cash~~in ~~payment~~force ~~equal~~of toapproximately ~~six percent (6~~20%) of ~~Fast~~the ~~Radius Operations~~Company’s ~~gross~~workforce ~~revenues~~in uporder to anreduce ~~aggregate~~the ~~cumulative~~Company’s ~~maximum~~operating ofexpenses. ~~approximately~~The ~~$7.6 million~~reduction in ~~exchange~~force ~~for~~is ~~UPS~~part ~~agreeing~~of tothe ~~exclusively~~Company’s ~~promote~~restructuring ~~Fast~~efforts. ~~Radius~~The ~~Operations~~Company inexpects ~~its~~the ~~sales~~reduction ~~and~~in ~~marketing~~force ~~efforts~~to asbe ~~UPS’s~~substantially ~~exclusive on-demand~~complete ~~manufacturing~~in ~~partner~~November 2022. ~~UPS~~ ~~also~~In ~~owns~~connection inwith ~~excess~~the ofreduction ~~10%~~in offorce, the Company’s ~~outstanding~~incurred ~~common~~approximately ~~stock.~~$200,000 Asin ~~of June 30~~expenses, ~~2022,~~substantially ~~the~~all ~~Company~~of ~~recognized~~which ~~$3.4 million~~are asrelated ato ~~related~~employee ~~party~~severance ~~accrued~~and ~~liability~~other ontermination ~~its~~benefits. ~~condensed~~The ~~consolidated~~Company ~~balance~~expects ~~sheet~~to inrecognize ~~respect~~substantially all of these charges in the ~~Discount~~third ~~Agreement.~~quarter of 2022.

~~Pursuant~~Item to the Termination Agreement and in settlement of all past and future liabilities that would have been owed under the Discount Agreement, Fast Radius Operations will transfer and convey to UPS an amount equal to $1.5 ~~million~~.02 ~~within~~Departure ~~three days after the consummation~~ of ~~any~~Directors ~~sale of (i) all~~ or aCertain ~~majority~~Officers; Election of ~~the~~Directors; ~~equity~~Appointment of ~~Fast~~Certain ~~Radius~~Officers; ~~Operations~~Compensatory orArrangements ~~(ii) all or a majority~~ of ~~Fast~~Certain ~~Radius Operations’ assets~~Officers. ~~The Termination Agreement also included a mutual release, pursuant to which Fast Radius Operations and UPS each released the other from any claims and liabilities under the Discount Agreement.~~

~~The~~As ~~Termination~~part of a retention program approved by the Board, on November 4, 2022, the Company entered into a Retention Agreement ~~does~~(collectively, ~~not~~the ~~affect~~“Retention ~~any~~Agreements”) ~~other~~with ~~agreements~~each ~~between~~of ~~Fast~~Lou ~~Radius~~Rassey, ~~Operations~~the ~~and~~Company’s ~~UPS~~Chief Executive Officer, ~~including~~Pat McCusker, the Company’s ~~lease~~President ~~with~~and ~~UPS~~Interim atChief ~~their~~Financial ~~Worldport~~Officer, ~~facility~~and inJohn ~~Louisville~~Nanry, ~~Kentucky~~the Company’s Chief Operating Officer.

The ~~foregoing~~Retention ~~description~~Agreements ofprovide ~~the~~for ~~Termination~~a ~~Agreement~~lump ~~does~~sum ~~not~~cash ~~purport~~payment on November 7, 2022 equal to beapproximately ~~complete~~four weeks’ salary or $41,667, $31,250, and is$29,167, ~~qualified~~less inapplicable ~~its~~tax ~~entirety~~withholdings byand ~~the~~deductions, ~~terms~~to Messrs. Rassey, McCusker and ~~conditions~~Nanry, ofrespectively (each, a “Retention Payment”), provided that, each officer must remain continuously employed with the ~~Termination~~Company ~~Agreement~~through the earlier of (A) February 1, 2023, (B) the earlier of (i) ninety days following the consummation of a ~~copy~~sale of all or substantially all of the Company’s equity or assets and (ii) March 14, 2023, or (C) the date on which ~~will~~the officer ceases to be ~~filed~~employed by the Company due to a Qualifying Termination (as defined below). If an ~~exhibit~~officer’s employment terminates for any reason other than a Qualifying Termination, the officer will not earn any portion of the Retention Payment and must repay the entire amount of the Retention Payment (net of tax withholdings) to the Company no later than thirty days following the date on which such officer’s ~~Annual~~employment ~~Report~~is onterminated. ~~Form~~A ~~10-K~~“Qualifying Termination” for purposes of the ~~period~~Retention ~~ending~~Agreements ~~December 31~~means a termination of the officer’s employment with the Company that results from (x) a termination initiated by the Company without cause, ~~2022.~~(y) the officer’s resignation for good reason, or (z) the officer’s death or disability.

The foregoing description of the Retention Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the Retention Agreements, a form of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

Item 7.01 Bankruptcy or Receivership.

On November 8, 2022, the Company issued a press release announcing the filing of the Bankruptcy Petitions. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 7.01 and in Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings.

Item 8.01 Other Events.

Cautionary Statements Regarding Trading in Fast Radius’ Securities

Fast Radius anticipates that its common stock and warrants will be delisted from the Nasdaq Stock Exchange and will be eligible to be quoted on either the OTC Bulletin Board or Pink Sheets. No assurance, however, can be made that trading in the Com Fast Radius’ common stock and warrants on the OTC Bulletin Board or "Pink Sheets” will commence or be maintained. Fast Radius’ securityholders are cautioned that trading in Fast Radius’ securities during the pendency of the Chapter 11 case will be highly speculative and will pose substantial risks. Trading prices for Fast Radius’ securities may bear little or no relationship to the actual recovery, if any, by holders thereof in Fast Radius’ Chapter 11 case. Assuming Fast Radius is able to successfully complete the auction process, Fast Radius anticipates that it will deregister its common stock and warrants under the Exchange Act. Accordingly, Fast Radius urges extreme caution with respect to existing and future investments in its securities.

Cautionary Note Regarding Forward-Looking Statements

This current report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “scales,” “representative of,” “valuation,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this current report on Form 8-K, including but not limited to: (i) the Company’s ability to obtain timely approval of the Bankruptcy Court with respect to motions filed in the Chapter 11 proceedings; (ii) objections to the pleadings filed that could protract the Chapter 11 proceedings; (iii) the Bankruptcy Court’s rulings in the Chapter 11 proceedings, including the outcome of the Chapter 11 proceedings generally; (iv) the Company’s ability to obtain a timely sale of all of its assets or approval of a plan of reorganization; (v) the length of time that the Company will operate under Chapter 11 protection and the continued availability of operating capital during the pendency of the Chapter 11 proceedings; (vi) the Company’s ability to continue to operate its business during the pendency of the Chapter 11 proceedings; (vii) employee attrition and the Company’s ability to retain senior management and other key personnel due to the distractions and uncertainties; (viii) the effectiveness of the overall restructuring activities pursuant to the Chapter 11 proceedings and any additional strategies the Company may employ to address its liquidity and capital resources; (ix) the actions and decisions of creditors and other third parties that have an interest in the Chapter 11 proceedings; (x) increased legal and other professional costs necessary to execute the Company’s restructuring; (xi) the Company’s ability to maintain relationships with suppliers, customers, employees and other third parties and regulatory authorities as a result of the Chapter 11 proceedings; (xii) the trading price and volatility of the Company’s common stock and warrants and the effects of the expected delisting from The Nasdaq Stock Market; (xiii) litigation and other risks inherent in a bankruptcy process; (xiv) the impact of uncertainty regarding the Company’s ability to continue as a going concern on our liquidity and prospects; and (xv) risks related to our ability to secure working capital. The foregoing list of factors is not exhaustive. Additionally, the Chapter 11 proceedings may result in holders of the Company’s securities receiving no value for their interests. Because of such a possibility, the value of these securities is highly speculative and may pose substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by holders thereof in the Chapter 11 proceedings. Accordingly, the Company urges extreme caution with respect to existing and future investments in its securities. You should carefully consider the foregoing factors and the other risks and uncertainties more fully described in Fast Radius’ filings with the Securities and Exchange Commission, including its Form 10-K for the year ended December 31, 2021 and Forms 10-Q for the quarters ended March 31, 2022 and June 30, 2022 and other periodic reports. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Fast Radius assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Fast Radius does not give any assurance that it will achieve its expectations.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

ExhibitNo.		Description
Exhibit No.		Description
10.1		Form of Retention Agreement
99.1		Press Release, dated November 7, 2022
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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 thereunto duly authorized.

			Fast Radius, Inc.	~~Fast Radius, Inc.~~
Date: October 31, 2022		By:		/s/ Lou Rassey
Date:	November 8, 2022	By:	/s/ Lou Rassey
				Lou Rassey
			Lou RasseyChief Executive Officer
				Chief Executive Officer

Filing Compare · Fast Radius, Inc.