Item 8.01 Other Events. On July 27, 2026, Boost Run Inc. (the “Company”) issued a press release noting that on July 21, 2026, the Company delivered a notice of redemption to the registered holders of all of the Company’s outstanding warrants to purchase shares of the Company’s Class A common stock, par value $0.0001 per share, issued under the Warrant Agreement, dated as of November 7, 2024, by an…
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Item 8.01Item 8.01 - Other Events
Item
8.01 Other Events.
On
July 27, 2026, Boost Run Inc. (the “Company”) issued a press release noting that on July 21, 2026, the Company delivered
a notice of redemption to the registered holders of all of the Company’s outstanding warrants to purchase shares of the Company’s
Class A common stock, par value $0.0001 per share, issued under the Warrant Agreement, dated as of November 7, 2024, by and between Willow
Lane Acquisition Corp. and Continental Stock Transfer & Trust Company, as warrant agent, as assumed or otherwise made applicable
to the Company in connection with the business combination (the “Warrant Agreement”).
The
Company will redeem any such warrants that remain outstanding and unexercised at 5:00 p.m., New York City time, on August 20, 2026 (the
“Redemption Date”), for a redemption price of $0.01 per warrant. Holders may exercise their warrants for cash at any time
after delivery of the notice of redemption and prior to 5:00 p.m., New York City time, on the Redemption Date. Each whole warrant entitles
the holder to purchase one share of the Company’s Class A common stock at an exercise price of $11.50 per share, subject to adjustment
in accordance with the Warrant Agreement.
Holders
who wish to exercise their warrants should follow the procedures set forth in the notice of redemption and, if their warrants are held
through a broker, bank or other nominee, should immediately contact that broker, bank or other nominee for instructions. Exercise of
the warrants is voluntary and requires action by the holder and/or the holder’s broker, bank or other nominee. Warrants that are
not properly exercised before 5:00 p.m., New York City time, on the Redemption Date will be redeemed for $0.01 per warrant, and holders
of unexercised warrants will have no further rights with respect to those warrants except to receive the redemption price upon surrender
of the warrants.
As
of July 24, 2026, the Company has received gross cash proceeds of $58.8m related to exercise of public warrants. The amount reflects that
approximately 45% of total public warrants have been exercised. Should all remaining outstanding warrants be exercised under the terms noted
above, the Company would expect to receive an additional $73.1m in gross cash proceeds, bringing total proceeds to $131.9m.
A
copy of the notice of redemption has been mailed to registered holders of the warrants and contains additional information regarding
the redemption and exercise procedures, including the procedures for delivery of exercise materials to Continental Stock Transfer &
Trust Company, the warrant agent.
A
copy of the press release announcing the redemption of the warrants is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
None
of this Current Report on Form 8-K, or Exhibit 99.1 attached hereto, constitutes an offer to sell or the solicitation of an offer to
buy any of the Company’s securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such
offering, solicitation or sale would be unlawful.
The
information in this Item 8.01 of this Form 8-K is being furnished and shall not be deemed to be “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that
section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the
“Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Filed exhibits (1)
EX-99.1 (by filename) ex99-1.htm
EX-99.1
2
ex99-1.htm
EX-99.1
Exhibit 99.1
Boost
Run Announces Warrant Redemption
Redemption
price set at $0.01 per warrant; exercise window closes 5:00 p.m. New York City time on August 20, 2026
NORTHBROOK,
IL. & NEW YORK - July 27, 2026 - Boost Run, Inc. (Nasdaq: BRUN) (“Boost Run” or the “Company”)
today announced that, on July 21, 2026, it delivered a notice of redemption to the registered holders of all of the Company’s outstanding
warrants to purchase shares of the Company’s Class A common stock, par value $0.0001 per share, issued under the Warrant Agreement,
dated as of November 7, 2024, by and between Willow Lane Acquisition Corp. and Continental Stock Transfer & Trust Company, as warrant
agent, as assumed or otherwise made applicable to the Company in connection with the business combination.
The
Company will redeem any such warrants that remain outstanding and unexercised at 5:00 p.m., New York City time, on August 20, 2026, for
a redemption price of $0.01 per warrant. Holders may exercise their warrants for cash at any time after delivery of the notice of redemption
and prior to 5:00 p.m., New York City time, on August 20, 2026. Each whole warrant entitles the ho…