KASPIEN HOLDINGS INC. such as entering into a material definitive agreement, creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant, unregistered sale of equity securities, amendments to articles of association or regulations; Change of fiscal year, financial statements and supporting documents (Form 8-K)
Section 1.01 Entering into a Material Definitive Agreement.
Amendment No. 4 to the loan and guarantee agreement
Pursuant to Amendment No. 4, among others, the Loan and Guarantee Agreement has been amended to permit the subscription of the Additional Subordinated Loan (as defined below) under the Subordinated Loan Agreement (as defined below). below).
The Lending Parties have paid certain customary fees and expenses in connection with Amendment No. 4.
The foregoing description of the Amendment is qualified in its entirety by reference to the complete text thereof, a copy of which is filed as Schedule 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
Amendment No. 2 to the Subordinated Loan and Security Agreement
In accordance with Amendment No 2, inter alia,
Interest on the Additional Subordinated Loan accrues, subject to certain terms and conditions under the Subordinated Loan Agreement, at the rate of fifteen percent (15.0%) per annum, compounded on the last day of each calendar quarter in becoming part of the principal amount of the Additional Subordinated Loan.
The proceeds of the Additional Subordinated Loan will be used by
The additional subordinated loan is also secured by a second lien on substantially all of the assets of the loan parties, including inventory, accounts receivable, cash and cash equivalents and certain other security interests of borrowers and guarantors. under the subordinated loan agreement. The Company will provide a limited warranty of
Among other things, the subordinated loan agreement limits the ability of the parties to the loan to incur additional debt, create liens, make investments, make restricted payments or specified payments, and merge or acquire assets.
The Subordinated Loan Agreement contains customary events of default, including but not limited to defaults in payment, breach of representations and warranties, defaults of covenants, cross defaults on other obligations , customary ERISA defaults, certain bankruptcy and insolvency events, lapses in judgment, invalid collateral liens, change of control, cessation of business or liquidation of material assets of borrowers and guarantors taken as a whole and the occurrence of an uninsured loss on a material portion of the coverage.
The Lending Parties have paid certain customary fees and expenses in connection with the Additional Subordinated Loan and Amendment No. 2.
The foregoing description of Amendment No. 2 and the Subordinated Loan Agreement does not purport to be complete and is qualified in its entirety by reference to Amendment No. 2, a copy of which is attached as Schedule 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Common stock purchase warrants
The Warrants provide for certain adjustments that may be made to the number of Warrant Shares issuable upon exercise due to customary anti-dilution provisions based on future events on the Company. In addition, in connection with certain consolidations, mergers or similar extraordinary events involving the Company, immediately prior to such event, each warrant will be automatically converted into the right to receive the number of common shares of . . .
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under a
Off-balance sheet arrangement of a registrant.
The information appearing in point 1.01 (under the headings “Addendum No. 4 to the loan and guarantee agreement”, “Addendum No. 2 to the subordinated loan and guarantee agreement” and “Agreement relating to the rights of conditional”) of this current report on Form 8-K is incorporated herein by reference.
Item 3.02 Unrecorded Sales of
The information set forth in Section 1.01 (under the heading “Common Stock Purchase Warrant”) of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Tax change
Item 5.03(a)(i). Amendment of the certificate of incorporation.
The Certificate of Amendment is filed as Exhibit 3.1 hereto and is incorporated herein by reference.
Item 5.03(a)(ii). Amendment to the articles of association.
The By-Law Amendments are filed as Exhibit 3.2 hereto and are incorporated herein by reference.
Item 9.01 Financial statements and supporting documents.
(d) Exhibits. Exhibit No. Description 3.1 Certificate of Amendment of Certificate of Incorporation of
Kaspien Holdings Inc., dated March 8, 20223.2 Amendment No. 3 to Bylaws of Kaspien Holdings Inc., dated March 8, 20224.1 Common Stock Purchase Warrant 10.1 Amendment No. 4 to Loan and Security Agreement 10.2 Amendment No. 2 to Subordinated Loan and Security Agreement 10.3 Registration Rights Agreement 10.4 Contingent Values Rights Agreement
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