Item 1.01 Entry Into Material Definitive Agreement.

On July 27, 2022, DAVIDsTEA Inc. , a corporation incorporated under the Canada Business Corporations Act (the "Company"), entered into an agreement, by and among the Company, DAVIDsTEA USA Inc., a Delaware corporation and wholly-owned subsidiary of the Company (the "Guarantor") and the Bank of Nova Scotia (the "Lender") for a revolving line of credit in an amount of CAD $15 million (as amended on August 23, 2022, the "Credit Agreement").

The Company is the borrower under the Credit Agreement and borrowings under the Credit Agreement are secured by substantially all the assets of the Company and Guarantor. The line of credit is secured by a first-ranking security interest in favor of the Lender, as well as a loan loss guarantee from Investissement Québec, securing 50% of any loss incurred by the Lender with respect to recovery of indebtedness under the line of credit. The Company paid a CAD $30,000 commitment fee upon signing the Credit Agreement and will incur a CAD $15,000 renewal fee on each anniversary of the Company's entry into the Credit Agreement.

Any borrowings under the Credit Agreement are subject to certain conditions, including applicable ratios to the Borrowing Base of the Company (as defined in the Credit Agreement), and are contingent upon the Company providing the Lender with, among other documentation, quarterly financial statements and compliance certificates. The Company is obligated to pay reasonable and documented fees incurred by the Lender relating to the Credit Agreement. Upon the occurrence of an event of default, all outstanding obligations under the Credit Agreement may be accelerated and become immediately due and payable.

The foregoing summary description of the Credit Agreement is qualified in its entirety by reference to the full text of the Credit Agreement.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 above is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.   Description

  99.1          Press Release of DAVIDsTEA Inc., dated August 31, 2022
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              Document)





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