Form 8-K - Current report

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

August 9, 2024

Date of Report: (Date of earliest event reported)

Cyanotech Corporation

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of

incorporation)

000-14602

(Commission File Number)

91-1206026

(IRS Employer Identification

Number)

73-4460 Queen Kaahumanu Highway, Suite #102, Kailua Kona, HI 96740

(Address of principal executive offices)

(808) 326-1353

(Registrant’s telephone number)

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: none

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 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark 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.

On August 9, 2024, Cyanotech Corporation (the “Company”) entered into a Third Amendment (the “Amendment”) to the Amended and Restated Promissory Note with Skywords Family Foundation, Inc. (“Skywords”), dated as of April 12, 2021 and amended on December 14, 2022 and August 13, 2023 (the “Note”). The Amendment increases the amount that the Company may borrow from time to time under the Note from $2,000,000 to $4,000,000 on a revolving basis (the “Revolver”), amends the maturity date of the Revolver from April 12, 2025 to April 12, 2026, and amends the maturity date of the Note from April 12, 2025 to April 12, 2027. All other terms of the Note remain the same. As of the date of the Amendment, the outstanding principal balance on the Note was $1,000,000 and the outstanding balance on the Revolver was $1,500,000. Skywords is controlled by Michael Davis, the Company’s Chairman of the Board of Directors and largest stockholder.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and 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.

The disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Name and/or Identification of Exhibit
10.1	Third Amendment to Amended and Restated Promissory Note, dated August 9, 2024, by and between Skywords Family Foundation, Inc. and Cyanotech Corporation
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	CYANOTECH CORPORATION



Dated: August 13, 2024	/s/ Felicia Ladin
	By:	Felicia Ladin
		Chief Financial Officer, Vice President – Finance & Administration, and Treasurer (Principal Financial Officer)

EXHIBIT INDEX

Exhibit Number	Name and/or Identification of Exhibit
10.1	Third Amendment to Amended and Restated Promissory Note, dated August 9, 2024, by and between Skywords Family Foundation, Inc. and Cyanotech Corporation
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Exhibit 10.1

THIRD AMENDMENT TO
AMENDED AND RESTATED PROMISSORY NOTE

This THIRD AMENDMENT (this “Amendment”) to the Amended and Restated Promissory Note (the “Note”), by and between Skywords Family Foundation Inc. (“Lender”) and Cyanotech Corporation, a Nevada Corporation (“Borrower”), dated as of April 12, 2021, as amended on December 14, 2022 and August 14, 2023, is entered into as of August 9, 2024. Except as otherwise provided herein, all capitalized terms not specifically defined herein will have the same meanings ascribed to them in the Note.

RECITALS

WHEREAS, Lender and Borrower are parties to the Note, pursuant to which Borrower is entitled to request certain Revolving Loans from Lender up to the Maximum Revolving Amount, subject to the terms and conditions of the Note; and

WHEREAS, Lender and Borrower desire to amend the Note to: (i) increase the Maximum Revolving Amount from $2,000,000 to $4,000,000 and (ii) extend the maturity date applicable to borrowings under the Note.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower and Lender agree as follows:

AGREEMENT

Amendments to the Note. The Note is hereby amended as follows:

The term “Maximum Revolving Amount” as used in the Note is hereby defined to be Four Million Dollars ($4,000,000), and all uses of the term “Maximum Revolving Amount” in the Note shall be deemed to be references to Four Million Dollars ($4,000,000) rather than Two Million Dollars ($2,000,000).

The second sentence of Section 4 shall be amended and restated in its entirety as follows:

“The aggregate outstanding principal of the Revolving Loans and accrued but unpaid interest thereon shall be due and payable on April 12, 2026. The aggregate outstanding principal of the Term Loans and accrued but unpaid interest thereon shall be due and payable on April 12, 2027.”

2. Effect of Amendment. Except as otherwise explicitly provided in this Amendment, the Note will remain unchanged and in full force and effect. The term “Note” as used in the Agreement shall for all purposes refer to the Note as amended on December 14, 2022 and August 14, 2023 and as further amended by this Amendment.

3. Complete Agreement. The Note, as amended on December 14, 2022 and August 14, 2023 and as further amended by this Amendment, represents the complete agreement and understanding among the parties with respect to, and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to, the subject matter hereof in any way.

4. Counterparts. This Amendment may be executed in separate counterparts (including by means of facsimile or by electronic transmission in portable document format (pdf) or comparable electronic transmission), each of which is deemed to be an original and all of which taken together constitute one and the same document.

5. Governing Law. All issues and questions concerning the construction, validity, enforcement and interpretation of this Amendment and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the laws of the State of California and as set forth in Section 17 of the Note, as if an original part thereof.

IN WITNESS WHEREOF, Borrower and Lender have executed this Amendment effective as of the date first above written.

	BORROWER: Cyanotech Corporation


	By: /s/Matthew Custer
	Name: Matthew Custer
	Title: President and CEO


	LENDER: Skywords Family Foundation, Inc.


	By: /s/Michael Davis
	Name: Michael Davis
	Title: President

[Signature Page to Third Amendment to Promissory Note]

Document And Entity Information	Aug. 09, 2024
Document Information [Line Items]
Entity, Registrant Name	Cyanotech Corporation
Document, Type	8-K
Document, Period End Date	Aug. 09, 2024
Entity, Incorporation, State or Country Code	NV
Entity, File Number	000-14602
Entity, Tax Identification Number	91-1206026
Entity, Address, Address Line One	73-4460 Queen Kaahumanu Highway
Entity, Address, Address Line Two	Suite #102
Entity, Address, City or Town	Kailua Kona
Entity, Address, State or Province	HI
Entity, Address, Postal Zip Code	96740
City Area Code	808
Local Phone Number	326-1353
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000768408