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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 29, 2023
PRO-DEX, INC.
(Exact name of registrant as specified in charter)
Colorado |
0-14942 |
84-1261240 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
2361 McGaw Avenue
Irvine, California 92614
(Address of principal executive offices, zip
code)
(949) 769-3200
(Registrant’s telephone number including
area code)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Exchange Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock, no par value |
PDEX |
NASDAQ Capital Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐ |
|
If an emerging growth company, indicate by checkmark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Item
1.01. |
Entry
into a Material Definitive Agreement. |
Amendment
to Credit Agreement, Amended and Restated Revolving Credit Note & Supplemental Revolving Credit Note
On
December 29, 2023 (the “Amendment Date”), Pro-Dex, Inc. (the “Company”) entered into Amendment No. 3 to Amended
and Restated Credit Agreement (the “Amendment”) with Minnesota Bank and Trust, a division of HTLF Bank (“MBT”),
successor by merger to Minnesota Bank and Trust, which amends the Company’s Amended and Restated Credit Agreement, (as amended,
the “Credit Agreement”). The Amendment extends the maturity date of the Company’s Amended and Restated Revolving Credit
Note (the “Revolving Note”) and the Supplemental Revolving Note (the “Supplemental Note”) with MBT from December
29, 2024, to December 29, 2025. The Revolving Note may be borrowed against from time to time by the
Company through its maturity date on the terms set forth in the Credit Agreement. As of the date of this Current Report on Form 8-K, the
Company’s has drawn $2,500,000 against the Revolving Note, the entire amount of which remains outstanding. Loan origination fees
and legal fees in the amount of $17,535 have been paid to MBT in conjunction with the Revolving Note and Supplemental Note.
The
purpose of the Supplemental Note is for financing acquisitions and repurchasing shares of the Company’s common stock. The Supplemental
Note may be borrowed against from time to time by the Company through its maturity date of December 29, 2025, on the terms set forth in
the Credit Agreement. No amounts have been drawn on the Supplemental Note as of the date of this Current Report on Form 8-K.
The
Revolving Note and Supplemental Note (collectively the “Notes”) bear interest at an annual rate equal to the greater of (a)
5.0% or (b) SOFR for a one-month period from the website of the CME Group Benchmark Administration Limited (“CBA”) plus 2.5%
(the “Adjusted Term SOFR Rate”). Commencing on the first day of each month after the Company initially borrows against the
Revolving Note and/or Supplemental Note and each month thereafter until maturity, the Company is required to pay all accrued and unpaid
interest on the Notes through the date of payment. Any principal on the Notes that is not previously prepaid by the Company shall be due
and payable in full on the maturity date (or earlier termination of the Notes).
Upon
the occurrence and during the continuance of an event of default, the interest rate of the Notes is increased by 3% and MBT may, at its
option, declare the Notes immediately due and payable in full.
The
Credit Agreement, Revolving Note and Supplemental Note contain representations and warranties, affirmative, negative and financial covenants,
and events of default that are customary for loans of this type.
A
copy of the Amendment is attached as an exhibit to this Current Report on Form 8-K. The Amended and Restated Revolving Credit Note and
the Supplemental Revolving Credit Note were filed as Exhibits on Form 8-K filed with the Securities and Exchange Commission on January
3, 2023. The above descriptions are qualified by reference to the complete text of the Amendment and Notes. The representations, warranties,
and covenants contained in those documents were made only for purposes of the transactions represented thereby as of the specific dates
therein, are solely for the benefit of the Company and MBT, may be subject to limitations agreed upon by the Company and MBT, including,
among others, being qualified by disclosures made for the purposes of allocating contractual risk between the parties instead of establishing
these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable
to investors. Investors are not third-party beneficiaries under those documents and should not rely on the representations, warranties
and covenants, or any descriptions thereof, as characterizations of the actual state of facts or condition of the Company. Moreover, information
concerning the subject matter of representations and warranties contained in those documents may change after the date of those documents,
which subsequent information may or may not be fully reflected in the Company’s public disclosures. Rather, investors and the public
should look to the disclosures contained in the Company’s reports under the Securities Exchange Act of 1934, as amended, for information
concerning the Company.
Item
2.03 |
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The
disclosures concerning the Amendment contained in Item 1.01 above are incorporated into this Item 2.03 by this reference.
| Item 9.01. | Financial Statements
and Exhibits. |
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: January 3, 2024 |
Pro-Dex, Inc. |
|
|
|
|
|
|
By: |
/s/ Alisha K. Charlton |
|
|
Alisha K. Charlton |
|
|
Chief Financial Officer |
EXHIBIT 10.1
AMENDMENT
NO.
3 TO AMENDED
AND RESTATED
CREDIT
AGREEMENT
This
AMENDMENT NO. 3 TO AMENDED AND RESTATED
CREDIT
AGREEMENT dated as of December 29,
2023 (the “Amendment”), between Pro-Dex, Inc., a Colorado
corporation (the “Borrower”), and Minnesota Bank &
Trust, a division
of HTLF Bank, successor by merger to
Minnesota Bank and Trust (the “Lender”).
RECITALS:
A.
The Borrower and the Lender are parties
to that certain Amended and Restated Credit Agreement dated as of November
6, 2020, as amended by that certain Amendment
No. 1 to Amended and Restated Credit Agreement dated as of November
5, 2021, and by that certain Amendment No. 2 to Amended
and Restated Credit Agreement dated as of December
29, 2022 (as so amended, the “Original Agreement”).
B.
The Borrower has requested that
the Lender amend certain terms of the Original Agreement.
C.
Subject to the terms and conditions of this
Amendment, the Lender will agree to the foregoing
request of the Borrower.
NOW,
THEREFORE, the parties agree as follows:
1.
Defined Terms. All capitalized terms used in this Amendment
shall, except where the context otherwise requires, have the meanings set forth in
the Original Agreement as amended hereby.
2.
Amendment. The Original Agreement
is hereby amended as follows:
(a)
The definitions of the terms “Revolving
Credit Termination Date” and “Supplemental Revolving Credit Termination Date” defined in Section
1.01 of the Original Agreement is hereby amended
in its entirety to read as follows:
“Revolving
Credit Termination Date’ means the earliest to occur of (a) December
29, 2025, (b) the date the Revolving
Credit Commitment is reduced to zero pursuant
to Section 2.04, and (c) the termination of
the Revolving Credit Commitment pursuant to Section
8.02.
‘Supplemental
Revolving Credit Termination Date’ means the earliest to occur of (a)
December 29, 2025, (b) the date the Supplemental
Revolving Credit Commitment is reduced to zero pursuant to
Section 2.04, and (c) the termination
of the Supplemental Revolving Credit Commitment pursuant to Section
8.02.”
(b)
Section 7.13(b) of the Original Agreement is hereby amended by deleting
the occurrence of the phrase “on any subsequent
Measurement Date” in such Section.
(c)
Article IX of the Original Agreement is hereby amended by adding
a new Section 9.15 to read as follows:
“ Section
9.15 Arbitration.
(a)
Disputes. Lender and Borrower hereby agree that all disputes, claims and controversies
between them whether individual or joint in nature,
whether arising from the agreement, or any related
note or agreement, whether in tort, contract
or equitable, and now existing or hereafter
arising (collectively, “Disputes”) shall be arbitrated
pursuant to the Rules of the American Arbitration Association
in effect at the time the claim is filed, upon
request of either party. The Federal
Arbitration Act shall apply to the construction, interpretation, and enforcement of
this arbitration provision. The Arbitration provision
is a material inducement for the parties entering
into the transactions relating to this agreement. Any
party who fails or refuses to submit to
arbitration following a demand by any other party shall
bear all costs and expenses incurred by such other
party in compelling arbitration. DISPUTES SUBMITTED TO ARBITRATION
ARE NOT RESOLVED IN COURT BY A JUDGE OR JURY. TO THE
EXTENT ALLOWED BY APPLICABLE LAW, THE PARTIES
IRREVOCABLY AND VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE
TO A TRIAL BY JURY WITH RESPECT
TO ANY DISPUTE ARBITRATED PURSUANT TO ARBITRATION.
No party hereto shall be entitled to join or consolidate
Disputes by or against others in any arbitration, or
to include in any arbitration any Dispute as
a representative or member of a class,
or to act in any arbitration in the
interest of the general public or in a private
attorney general capacity.
(b)
Governing Rules. If a Dispute cannot be settled
through negotiation, the parties agree first to try
in good faith to settle the Dispute by mediation
administered by the American Arbitration Association under its Commercial Mediation Procedures
before resorting to arbitration, litigation, or some other Dispute
resolution procedure. Any arbitration proceeding in which
the amount in controversy is: (i)
at least $1,000,000.00 shall be conducted
in accordance with the AAA’s optional procedures
for large, complex commercial Disputes; (ii) $5,000,000.00 or less will
be decided by a single arbitrator who shall
not render an award of greater than $5,000,000.00;
and (iii) $5,000,000.00 or more shall be decided
by majority vote of a panel of three arbitrators;
provided however, that all three arbitrators must actively participate in all
hearings and deliberations. Every arbitrator
shall be a neutral practicing attorney or a retired
member of the state or federal judiciary,
in either case with a minimum of ten
years’ experience in the substantive law applicable
to the subject matter of the Dispute. No arbitrator
or other party to an arbitration proceeding
may disclose the existence, content or results
thereof, except for disclosures of information by a party
required in the ordinary course of its business
or by applicable law or regulation. The Arbitration
provision shall survive the repayment of the Notes and the termination,
amendment, or expiration of any of the
documents or any relationship between the parties.
The statute of limitations, estoppel, waiver, laches,
and similar doctrines which would otherwise be applicable
in an action brought by a party
shall be applicable in any
arbitration
proceeding, and the commencement of an arbitration
proceeding shall be deemed the commencement
of an action for these purposes. Judgment upon any
award rendered by any arbitrator may be entered
in any court having jurisdiction.
(c)
Self Help, Provisional Remedies and Foreclosure. No action by any
party to take or dispose of any collateral shall
constitute a waiver of this arbitration agreement
or be prohibited by this arbitration agreement.
This includes, without limitation, obtaining injunctive relief or a temporary
restraining order; foreclosing against real property, invoking a power of sale
under any deed of trust or mortgage;
obtaining a writ of attachment or imposition
of a receiver; or exercising any rights relating
to personal property, including taking or disposing
of such property with or without judicial process pursuant
to Article 9 of the Uniform Commercial Code.
(d)
Small Claims Court. Any party may require that a Dispute be resolved
in Small Claims Court if the Dispute and related claims are fully
within that court’s jurisdiction.
(e)
Real Property Collateral. Notwithstanding anything herein to the contrary,
no Dispute shall be submitted to arbitration
if the Dispute concerns indebtedness secured directly
or indirectly, in whole or in part,
by any real property located in a state which
recognizes a one action rule unless any conditions
for arbitration that are set forth in the mortgage
or deed of trust are satisfied; if any such
Disputes are not referred to arbitration,
then any provision in the mortgage or deed of trust
providing for the referral of Disputes
to a referee or master shall be applicable
to such Disputes.
(f)
Self Help, Provisional Remedies and Foreclosure. No action by any
party to take or dispose of any collateral securing
any Note shall constitute a waiver of this arbitration
agreement or be prohibited by this arbitration
agreement. This includes, without limitation, obtaining injunctive relief or a temporary
restraining order; invoking a power of sale
under any deed of trust or mortgage; foreclosing
against real property; obtaining a writ of attachment
or imposition of a receiver; or exercising
any rights relating to personal property, including taking or disposing of such property
with or without judicial process pursuant to Article
9 of the Uniform Commercial Code. Any disputes, claims,
or controversies concerning the lawfulness or
reasonableness of any act, or exercise of any right,
concerning any collateral securing any Note, including any claim to rescind, reform,
or otherwise modify any agreement relating to
the collateral securing any Note, shall also be arbitrated,
provided however that no arbitrator shall have the right
or the power to enjoin or restrain any act of
any party.”
3.
Conditions to Effectiveness.
This Amendment shall become effective on the
date (the “Effective Date”) when, and only
when, the Lender shall have received:
(a)
this Amendment, duly executed
by the Borrower;
(b)
a non-refundable Revolving Credit extension fee in the
amount of $10,000,
payable in immediately
available funds;
(c)
a non-refundable Supplemental Revolving Credit extension fee in the amount
of $6,000, payable in immediately available funds;
(d)
evidence that the Borrower is in good standing
in the States of California and Colorado; and
(e)
such other documents as the Lender may
reasonably request.
4.
Representations and Warranties. To
induce the Lender to enter into this Amendment,
the Borrower represents and warrants to the Lender
as follows:
(a)
The execution, delivery and performance by the Borrower
of this Amendment and each other Loan Document to which
the Borrower is a party have been duly authorized
by all necessary corporate action, do not require
any approval or consent of, or any registration,
qualification or filing with, any government
agency or authority or any approval or
consent of any other person (including, without limitation,
any shareholder), do not and will not conflict
with, result in any violation of or constitute any default under, any
provision of the Borrower’s articles of incorporation
or bylaws, any agreement binding on or applicable
to the Borrower or any of its property, or any
law or governmental regulation or court decree
or order, binding upon or applicable to the
Borrower or of any of its property and will not result
in the creation or imposition of any security interest
or other lien or encumbrance in or on any of
its property pursuant to the provisions of any
agreement applicable to the Borrower or any
of its property;
(b)
The representations and warranties contained in the Original
Agreement are true and correct as of the date
hereof as though made on that date except: (i) to the extent
that such representations and warranties relate
solely to an earlier date; and (ii) that
the representations and warranties set forth in Section 5.04 of the Original
Agreement to the audited annual financial statements
and internally-prepared interim financial statements of the Borrower
shall be deemed to be a reference to
the audited financial statements and interim financial statements, as the case
may be, of the Borrower most recently delivered
to the Lender pursuant to Section 6.01(a) or 6.01(b) of the Original
Agreement;
(c)
No events have taken place and no circumstances
exist at the date hereof which would give the Borrower
the right to assert a defense, offset
or counterclaim to any claim by the Lender for
payment of the Obligations;
(d)
The Original Agreement, as amended
by this Amendment, and each other Loan Document
to which the Borrower is a party are the legal,
valid and binding obligations of the
Borrower and are enforceable in accordance with their respective terms, subject only
to bankruptcy, insolvency, reorganization, moratorium
or similar laws, rulings or decisions
at the time in effect affecting the enforceability
of rights of creditors generally and to general
equitable principles which may limit the right to obtain equitable remedies; and
(e)
Before and after giving effect to this Amendment,
there does not exist any
Default
or Event of Default.
5.
Release. The Borrower hereby releases
and forever discharges the Lender and its successors,
assigns, directors, officers, agents, employees and participants from any and all
actions, causes of action, suits, proceedings,
debts, sums of money, covenants, contracts, controversies, claims and demands,
at law or in equity, which the Borrower ever had
or now has against the Lender or its successors, assigns,
directors, officers, agents, employees or participants by virtue
of the Lender’s relationship to the Borrower
in connection with the Loan Documents and the transactions related thereto
6.
Reference
to and Effect
on the Loan Documents.
(a)
From and after the date of this
Amendment, each reference in the Original Agreement
to “this Agreement”, “hereunder”, “hereof”, “herein”
or words of like import referring to the Original
Agreement, and each reference to the “Credit
Agreement”, the “Credit Agreement”, “thereunder”, “thereof”,
“therein” or words of like import
referring to the Original Agreement in any
other Loan Document shall mean and be a reference
to the Original Agreement as amended hereby;
and except as specifically set forth above, the Original
Agreement remains in full force and effect and is hereby
ratified and confirmed.
(b)
The execution, delivery and effectiveness
of this Amendment shall not, except as expressly
provided herein, operate as a waiver of any
right, power or remedy of the Lender
under the Agreement or any other Loan Document,
nor constitute a waiver of any
provision of the Agreement or any such other
Loan Document.
7.
Costs, Expenses and Taxes. The Borrower
agrees to pay on demand all costs and expenses
of the Lender in connection with the preparation, reproduction,
execution and delivery of this Amendment and
the other documents to be delivered hereunder
or thereunder, including their reasonable attorneys’ fees and legal expenses. In addition,
the Borrower shall pay any and all stamp and other
taxes and fees payable or determined
to be payable in connection with the execution and delivery,
filing or recording of this Amendment and
the other instruments and documents to be delivered
hereunder and agrees to save the Lender harmless from
and against any and all liabilities with respect to, or resulting from, any delay
in the Borrower’s paying or omission
to pay, such taxes or fees.
8.
Governing Law. THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY
OF THIS AMENDMENT SHALL BE GOVERNED BY
THE INTERNAL LAWS OF THE STATE OF MINNESOTA, WITHOUT
GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES
THEREOF.
9.
Headings. Section headings in this Amendment
are included herein for convenience of reference
only and shall not constitute a part of this
Amendment for any other purpose.
10.
Counterparts. This Amendment
may be executed in counterparts and by separate parties
in separate counterparts, each of which shall
be an original and all of which taken together shall
constitute one and the same document. Receipt
by telecopy, pdf file or other
electronic means of any executed signature page to this Amendment shall constitute effective
delivery of such
signature page.
11.
Recitals. The Recitals hereto
are incorporated herein by reference and constitute
a part of this Amendment.
[signature
page follows]
IN WITNESS WHEREOF,
the parties hereto have caused this Amendment
to be executed as of the date first above.
BORROWER:
LENDER:
[signature
page Amendment No. 3 to Amended and Restated Credit Agreement]
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