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 16, 2016

 

Zynex, Inc.

(Exact name of Registrant as specified in its charter)

 

Nevada 33-26787-D 90-0275169

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

 

9990 Park Meadows Drive

Lone Tree, Colorado

 

80124

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (303) 703-4906

 

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:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
   
     

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement

 

Effective December 16, 2016, Zynex, Inc. (the “Company”) entered into Amendment No. 8 to Forbearance Agreement (the “Amendment”) with its senior secured lender TBK Bank, SSB (the “Lender”). The Amendment amends that certain Forbearance Agreement dated December 17, 2014 (as amended) between the Company and Lender to extend the date of forbearance period to March 31, 2017. In addition, the Amendment provides an escalating refinance fee to be paid to the Lender in connection with any future refinance of the Company’s current debt facility with the Lender. The foregoing is qualified in its entirety by the Amendment which is filed herewith as Exhibit 10.1.

 

Item 9.01 Financial Statements and Exhibits

 

(d)       Exhibits

 

Exhibits
No. 		  Description
     
10.1   Amendment No. 8 to Forbearance Agreement dated December 16, 2016

 

 

 

 

 

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.

 

       
      Zynex, Inc.
       
Date: January 11, 2017 By: /s/ Thomas Sandgaard
      Thomas Sandgaard
      Chairman, President, Chief Executive Officer, Principal Executive Officer, Chief Financial Officer and Principal Financial Officer

 

 

 

 

 

 

Exhibit 10.1

 

AMENDMENT NO. 8 TO FORBEARANCE AGREEMENT

 

This Amendment No. 8 to Forbearance Agreement (“ Amendment ”) dated effective December _16____, 2016 is by and between ZYNEX, INC., a Nevada corporation, ZYNEX MEDICAL, INC., a Colorado corporation, ZYNEX NEURODIAGNOSTICS, INC., a Colorado corporation, ZYNEX MONITORING SOLUTIONS, INC., a Colorado corporation, ZYNEX BILLING AND CONSULTING, LLC, a Colorado limited liability company, and PHARMAZY, INC., a Colorado corporation (collectively, and jointly and severally, “ Borrower ”), and TBK BANK, SSB (“ Lender ”).

 

RECITALS

 

A. The parties entered into a Forbearance Agreement dated December 17, 2014, as amended by Amendment No. 1 to Forbearance Agreement dated March 27, 2015, Amendment No. 2 to Forbearance Agreement dated June 30, 2015, Amendment No. 3 to Forbearance Agreement dated September 30, 2015, Amendment No. 4 to Forbearance Agreement dated December 15, 2015, Amendment No. 5 to Forbearance Agreement dated March 28, 2016, Amendment No. 6 to Forbearance Agreement dated June 30, 2016, and Amendment No. 7 to Forbearance Agreement dated September 29, 2016 (the “ Forbearance Agreement ”).

 

B. The parties desire to amend the Forbearance Agreement to extend the Forbearance Period, and to evidence certain additional continuing covenants related to such extension.

 

AGREEMENT

 

1. Amendment . Section 4.1(i) of the Forbearance Agreement is amended to read as follows: “11:59 pm Portland, Oregon time on March 31, 2017.”

 

2. Continuing Condition . The continued effectiveness of the extension of the Forbearance Period is conditional upon Borrower maintaining an order backlog no longer than seven (7) days.  Upon Lender’s request, Borrower will provide Lender with information regarding shipment of products and the interval between order date and shipment, and shall provide Lender with evidence of Borrower’s continuous compliance with this condition.

 

3. Reinstatement of Principal Reduction Payments . For the avoidance of doubt, the principal reduction payment covenant set forth in Section 3(a) of Amendment No. 4 to Forbearance Agreement, as suspended in Amendment No. 5 to Forbearance Agreement, was reinstated as of May 1, 2016, and such covenant remains in effect as of the date of this Amendment.

 

4. Additional Covenant . Borrower reaffirms, agrees, and covenants that Lender shall have the right at any time or times in Lender’s sole discretion to have Lender personnel or independent accountants or consultants engaged by Lender visit the properties of Borrower, inspect the Collateral and the other assets of Borrower, and discuss Borrower’s business, financial condition, results of operations, and business prospects with Borrower’s principal officers and independent accountants and other professionals providing services to Borrower. Borrower agrees and covenants that Borrower shall cooperate, and shall cause its employees, agents and service providers to cooperate in such activities.

 

5. Refinance Fee . Upon retirement of the Obligations in connection with a refinancing transaction prior to the termination of the Forbearance Period, Borrower will pay to Lender a Refinance Fee as set forth below contemporaneously with the closing of the refinancing transaction. The payment of the Refinance Fee and the repayment of all Obligations to Lender are conditions precedent to the release of Lender’s security interest in all assets of Borrower. For the purposes of this Amendment, “Obligations” shall have the meaning given such term in the Loan and Security Agreement dated December 19, 2011, as amended. The Refinance Fee shall be due as follows: (a) $10,000 if the refinancing transaction occurs on or before January 31, 2017; (b) $20,000 if the if the refinancing transaction occurs between February 1, 2017 and February 28, 2017; and (c) $30,000 if the if the refinancing transaction occurs between March 1, 2017 and March 31, 2017.

 

 

 

 

AMENDMENT NO. 8 TO FORBEARANCE AGREEMENT

 

 

 

6. Other Provisions . Except as specifically provided herein, all terms and conditions of the Forbearance Agreement shall remain in full force and effect, without waiver or modification. All terms defined in the Forbearance Agreement shall have the same meaning when used in this Amendment. This Amendment and the Forbearance Agreement shall be read together, as one document.

 

7. Signatures . This Amendment may be executed in any number of counterparts, each of which when executed and delivered shall be deemed to be an original, and all of which when taken together shall constitute one and the same Amendment.

 

UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY A LENDER CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER’S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY THE LENDER TO BE ENFORCEABLE.

 

[signature page follows]

 

 

 

 

 

AMENDMENT NO. 8 TO FORBEARANCE AGREEMENT

 

 

Dated effective as of the date first written above.

 

           
BORROWER:   LENDER:
           
ZYNEX, INC., a Nevada corporation   TBK BANK, SSB  
           
By: /s/ Thomas Sandgaard   By: /s/ Jonathan Kott  
Name: Thomas Sandgaard   Name: Jonathan Kott  
Title: CEO   Title:    SVP, Portfolio Manager  
           
ZYNEX MEDICAL, INC., a Colorado corporation        
           
By: /s/ Thomas Sandgaard        
Name: Thomas Sandgaard        
Title: CEO        
           
ZYNEX NEURODIAGNOSTICS, INC., a Colorado corporation        
           
By: /s/ Thomas Sandgaard        
Name: Thomas Sandgaard        
Title: CEO        
           
           
ZYNEX MONITORING SOLUTIONS, INC., a Colorado corporation        
           
By: /s/ Thomas Sandgaard        
Name: Thomas Sandgaard        
Title: CEO        
           
           
ZYNEX BILLING AND CONSULTING, LLC, a Colorado limited liability company        
           
By: /s/ Thomas Sandgaard        
Name: Thomas Sandgaard        
Title: CEO        
           
PHARMAZY, INC., a Colorado corporation        
           
By: /s/ Thomas Sandgaard        
Name: Thomas Sandgaard        
Title: CEO        

 

 

AMENDMENT NO. 8 TO FORBEARANCE AGREEMENT

Signature Page