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): ~~August~~September 2329, 2022

Alfi, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-40294	30-1107078
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

429 Lenox Avenue
Miami Beach, Florida	33139
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:

(305) 395-4520

(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 (see General Instruction A.2. below):

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(s)	Name of each exchange on which registered
Common stock, par value $0.0001 per share	ALF	Nasdaq Capital Market
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $4.57	ALFIW	Nasdaq Capital Market

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 x

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 1.01

Entry into a Material Definitive Agreement.

OnAlfi, ~~August~~Inc. ~~23,~~(the ~~2022,~~“Company”) and ~~Alfi~~Lee Aerospace, Inc. (the “~~Company~~Lender”) entered into aAmendment No. 3 to Credit and Security Agreement (~~the~~ “~~Credit~~Amendment ~~Agreement~~No. 3”), ~~with~~dated ~~Gliderdale~~as ~~Capital~~of ~~Partners LLC~~September ~~(“Lender”)~~29, ~~pursuant~~2022, to which ~~Lender~~amended ~~loaned~~the toCredit ~~the~~and ~~Company~~Security ~~the~~Agreement, ~~amount~~dated ofApril $12, 2022, as subsequently amended by Amendment No. 1 thereto dated June 27,~~000~~ 2022 and Amendment No. 2 thereto dated August 5,~~000~~ 2022 (as so amended, the “~~Loan~~Credit Agreement”). ~~Interest~~ onPursuant to Amendment No. 3, the ~~unpaid~~Company ~~principal~~and ~~amount~~the ofLender amended the ~~Loan~~Credit ~~accrues~~Agreement atin aall ~~rate~~respects necessary to increase the non-revolving line of ~~17%~~credit ~~per~~by ~~annum,~~an ~~simple~~aggregate ~~interest~~amount of $505,000 and isto ~~payable~~further ~~quarterly~~increase inthe ~~arrears~~non-revolving ~~commencing on~~line ~~December~~of 31credit by the amount, ~~2022.~~if ~~The~~any, ~~entire~~which the ~~outstanding~~Lender ~~principal~~loans ~~amount~~to ofthe Company after the ~~Loan,~~date ~~together~~of ~~with~~Amendment ~~all~~No. ~~accrued~~3, ~~and~~in ~~unpaid~~excess ~~interest~~of ~~thereon,~~such isamount. ~~due and~~Borrowings ~~payable~~made onin ~~August~~connection ~~23,~~with ~~2026~~Amendment No. ~~All~~3 orwere ~~part~~used ofby the ~~outstanding~~Company ~~principal~~for ~~amount~~payroll ofand ~~the~~other ~~Loan~~operating ~~may~~expenses. beTo ~~prepaid~~date, atand ~~any~~giving ~~time~~effect ~~after~~to ~~August~~Amendment 23No. 3, the Company has ~~2023~~borrowed $3,755,000 under the Credit Agreement, and ~~upon~~such ~~five~~amount ~~days~~remains ~~prior~~outstanding. ~~written~~The ~~notice~~Lender is not obligated to ~~Lender,~~loan ~~without~~any ~~penalty~~additional amounts orto ~~premium~~the Company under the Credit Agreement.

~~Pursuant to the Credit~~The ~~Agreement, the~~ Company also executed a ~~convertible~~Second ~~note~~Amended ~~with~~and aRestated ~~principal~~Non-Revolving ~~amount~~Line of ~~$1,000,000~~Credit ~~(the “~~Note”) ~~and~~to areflect ~~three-year warrant (~~the ~~“Warrant”)~~amendments to ~~purchase 711,743 shares of~~ the ~~Company’s~~Credit ~~common~~Agreement made ~~stock~~by ~~(the~~Amendment ~~“Common~~No. ~~Stock”)~~3. ~~Each~~ ofExcept ~~the~~as ~~Note~~set ~~and~~forth ~~Warrant are convertible or exercisable~~above, ~~respectively,~~Amendment ~~for shares of Common Stock commencing November 23, 2022, at a conversion price of $1~~No.~~405~~ ~~per~~3 ~~share~~does ~~under~~not ~~the~~otherwise ~~Note~~amend ~~and an exercise price of $1.28 per share under~~ the ~~Warrant.~~terms ~~The conversion price~~ of the ~~Convertible~~Credit ~~Note~~Agreement and the underlying ~~exercise~~credit ~~price~~facility, ofincluding the ~~Warrant~~maturity ~~are~~date, ~~subject~~interest torate, ~~anti-dilution~~events ~~adjustments~~of ~~for~~default ~~stock splits, stock dividends~~ and ~~similar~~other ~~corporate actions~~provisions, ~~but~~descriptions ~~not~~of ~~for other dilutive equity issuances. The Warrant may be exercised for cash or on a~~which ~~cashless~~are ~~basis.~~set ~~The~~forth ~~Convertible~~in ~~Note and Warrant also provide for certain “piggyback” registration rights to Lender if~~ the Company’s ~~shall~~Current ~~determine~~Reports toon ~~register~~Form on8-K afiled ~~new~~on ~~registration~~April ~~statement~~18, ~~any~~2022, ~~shares~~July of1, ~~Common~~2022 ~~Stock~~and ~~for~~August ~~resale~~8, ~~for~~2022, ~~the~~and ~~account~~which ofdescriptions ~~selling~~are ~~stockholders,~~incorporated ~~subject~~into tothis ~~certain~~Item ~~exceptions~~1.01 by reference.

The ~~Credit~~Lender ~~Agreement~~is ~~contains~~wholly owned ~~representations~~by ~~and~~an ~~warranties,~~entity ~~events~~which ofis ~~default~~majority ~~and~~owned ~~affirmative~~ and ~~negative~~controlled ~~covenants~~by ~~customary~~James ~~for~~Lee, athe ~~transaction~~Company’s Chairman of the ~~type~~Board ~~and~~of ~~size contemplated~~Directors byand ~~the~~Interim ~~Credit~~Chief Executive ~~Agreement~~Officer. InMr. ~~addition,~~Lee nois ~~later~~also ~~than~~President ~~October~~of 7,the ~~2022,~~Lender. ~~the~~In ~~Company~~addition, ~~shall~~Mr. ~~grant~~Lee toand the Lender, atogether, ~~security~~beneficially ~~interest~~own approximately in35% ~~all~~of ~~business~~the ~~assets~~shares of ~~the~~Common ~~Company~~Stock.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The disclosures included in Item 1.01 above, including regarding ~~the~~Amendment ~~Credit~~No. ~~Agreement and the related documents~~3, and the transactions completed thereby, are incorporated into this Item 2.03 in their entirety by reference.

Item 32.0205 ~~Unregistered~~Costs ~~Sales~~Associated ofWith ~~Equity~~Exit ~~Securities~~or Disposal Activities.

~~The disclosures included in~~On ~~Item~~October ~~1.01~~5, ~~above~~2022, ~~regarding the Note and Warrant are incorporated into this Item 3.02~~ in ~~their~~light ~~entirety by reference. The issuance~~ of the ~~Note~~ ~~and~~Company’s ~~Warrant~~business ~~was~~and ~~exempt~~financial ~~from~~condition, the ~~registration~~Company ~~requirements~~laid ofoff ~~the~~15 ~~Securities~~employees. ~~Act~~After ofgiving ~~1933,~~effect to assuch ~~amended (the “Securities Act”)~~layoffs, in ~~accordance with Section 4(a)(2) because~~ the ~~transaction~~Company ~~did~~has ~~not~~approximately ~~involve~~5 ~~a public offering, and Lender confirmed that it was an “accredited investor”~~employees. ~~The~~As ~~Note,~~of the ~~Warrant,~~time ~~and the shares~~ of ~~Common~~filing ~~Stock issuable upon conversion~~ of ~~the~~this ~~Note~~Current ~~and~~Report ~~exercise~~on ofForm ~~the Warrant~~8-K, ~~are subject to transfer restrictions and~~ the ~~Note~~Company ~~and Warrant contain, and the~~is ~~certificates~~unable ~~representing~~in ~~the~~good ~~shares~~faith ofto ~~Common~~make ~~Stock~~a ~~issuable~~determination ~~upon conversion~~ of the ~~Note~~estimates ~~and~~required ~~exercise~~by ofItem ~~the Warrant will contain~~2.05(b), ~~an appropriate~~(c) ~~legend stating that such securities have not been registered under the Securities Act~~ and ~~may~~(d) ~~not~~of beForm ~~offered or sold absent registration or pursuant to an exemption therefrom~~8-K.

Item 8.01

Other Information.

As previously disclosed, since its inception the Company has generated only nominal revenue from customers and business activity. Currently, the Company has very limited cash on hand. The Company’s efforts to raise sufficient additional capital through debt or equity financing have not been successful. The Company is considering alternatives, which may include selling assets, ceasing operations or filing a petition for bankruptcy under applicable bankruptcy laws.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

99.1	Amendment No. 3 to Credit and Security Agreement, dated as of September 29, 2022, between Alfi, Inc. and Lee Aerospace, Inc.

99.2	Second Amended and Restated Non-Revolving Line of Credit Note, dated September 29, 2022, by Alfi, Inc. in favor of Lee Aerospace, Inc.

104	Cover Page from this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	ALFI, INC.


	By:	/s/ Louis Almerini
		Louis Almerini
		Interim Chief Financial Officer

Date: ~~August~~October 295, 2022

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