Item 1.01 Entry into a Material Definitive Agreement.
The information under Item 2.03 of this Current Report on Form 8-K (the "Report") is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Paycheck Protection Program Loan
On
The PPP Loan matures on the two-year anniversary of the funding date and bears interest at a fixed rate of 1.00% per annum. Monthly principal and interest payments, less the amount of any potential forgiveness (discussed below), will commence after the six-month anniversary of the funding date. The Company did not provide any collateral or guarantees for the PPP Loan, nor did the Company pay any facility charge to obtain the PPP Loan. The Note and Agreement provides for customary events of default, including those relating to failure to make payment, bankruptcy, breaches of representations and material adverse effects. The Company may prepay the principal of the PPP Loan at any time without incurring any prepayment charges.
All or a portion of the PPP Loan may be forgiven by the SBA and the Lender upon
application by the Company beginning 60 days but not later than 90 days after
the funding date of the PPP Loan. Under the CARES Act, loan forgiveness is
available for the sum of documented payroll costs, covered rent payments, and
covered utilities during the eight-week period beginning on the approval date of
the PPP Loan. For purposes of the CARES Act, payroll costs exclude compensation
of an individual employee earning more than
The Company intends to bring back certain employees from furlough once the PPP Loan has been funded.
The foregoing summary of the terms of the Promissory Note does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Note and Agreement, a copy of which is included as Exhibit 10.1 to this Report and incorporated herein by reference.
Item 3.02 Unregistered Sales of
The information in the section titled Warrants under Item 8.01 of this Report is incorporated herein by reference.
1 Item 8.01 Other Events. Warrants
On
The foregoing summary of the terms of the warrants does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the warrant, a form of which is included as Exhibit 10.2 to this Report and incorporated herein by reference.
Stock Options
Also, on
The foregoing summary of the terms of the stock options does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Stock Option Agreement, a form of which is included as Exhibit 10.3 to this Report and incorporated herein by reference.
Form 10-Q for the quarter ended
As previously disclosed in a Current Report on Form 8-K filed with the
As a result, the Company will delay the filing of its Quarterly Report on Form
10-Q for the quarter ended
As previously disclosed in the Form 8-K, the Company is currently attempting to take all reasonable steps to mitigate the impact of the COVID-19 pandemic, the Company expects the ongoing, global economic impact from the COVID-19 pandemic to have an adverse impact on its revenue and adjusted EBITDA for at least the first and second quarter of 2020, and may also have an adverse impact on the Company's financial condition and results of operations for the remainder of 2020; however, in neither case can the Company quantify or reasonably estimate any such impact at this time. The Company may also be unable to comply with the financial and other material covenants under its debt agreements and may not be able to negotiate waivers or amendments to such debt agreements to maintain ongoing compliance. In addition, if the Company experiences any additional unexpected delays in the resumption of its full operations, or incurs additional unanticipated costs and expenses as a result of the COVID-19 pandemic, such operational delays and unanticipated costs and expenses will have a further adverse impact on the Company's business, financial condition and results of operations in 2020.
2
The Company disclosed risk factors relating to COVID-19 in its Annual Report on
Form 10-K for the year ended
Forward-looking Statements
This Current Report on Form 8-K may contain "forward-looking statements" as that
term is defined under the Private Securities Litigation Reform Act of 1995
(PSLRA), which statements may be identified by words such as "expects,"
"projects," "will," "may," "anticipates," "believes," "should," "intends,"
"estimates," and other words of similar meaning. As a result of a number of
known and unknown risks and uncertainties, including the unprecedented impact of
COVID-19 pandemic on the Company's business, customers, employees, business
partners and stakeholders, the Company's actual results or performance may be
materially different from those expressed or implied by these forward-looking
statements. Readers are cautioned not to place undue reliance on these
forward-looking statements, which are based on the Company's expectations as of
the date of this report and speak only as of the date of this report and are
advised to consider the factors listed under the heading "Forward-Looking
Statements," and "Risk Factors" in the Company's
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Exhibit Description 10.1 Paycheck Protection Program Promissory Note and Agreement* 10.2 Form of Warrant Agreement* 10.3 Form of Stock Option Agreement* *Filed herewith. 3
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