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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
 
December 14, 2022
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:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.02 par value per share
CYAN
NASDAQ
 
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 December 14, 2022, Cyanotech Corporation (the “Company”) entered into a First Amendment (the “Amendment”) to the Amended and Restated Promissory Note with Skywords Family Foundation, Inc. (“Skywords”), dated as of April 12, 2021 (the “Note”). The Amendment increases the revolving amount that the Company may borrow from time to time under the Note from $500,000 to $1,000,000 and extends the maturity date to April 12, 2025. 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. 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
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: December 19, 2022 
/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
First Amendment to Amended and Restated Promissory Note, dated December 14, 2022, 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

 

 

FIRST AMENDMENT TO
AMENDED AND RESTATED PROMISSORY NOTE

 

This FIRST 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, is entered into as of December 14, 2022. 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 $500,000 to $1,000,000; and (ii) extend the Maturity Date from April 12, 2024 to April 12, 2025.

 

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

 

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

 

(a)    The term “Maximum Revolving Amount” as used in the Note is hereby defined to be One Million Dollars ($1,000,000), and all uses of the term “Maximum Revolving Amount” in the Note shall be deemed to be references to One Million Dollars ($1,000,000) rather than Five Hundred Thousand Dollars ($500,000).

 

(b)    The second sentence of Section 4 shall be amended and restated in its entirety as follows: “The aggregate outstanding principal of each of the Loans and accrued but unpaid interest shall be due and payable on April 12, 2025 (the “Maturity Date”).” All references to the term “Maturity Date” in the Note shall be deemed to be references to April 12, 2025 rather than April 12, 2024.

 

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 by this Amendment.

 

3.    Complete Agreement. The Note, as 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.

 

 
 

 

[Remainder of Page Intentionally Left Blank]

 

 
 

 

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

 

  BORROWER:
   
 

Cyanotech Corporation

a Nevada 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