Material Event Form 8 K

Item 8.01Other Events

As previously disclosed:

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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").

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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 referto 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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