UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
January 31, 2023
SUPERIOR DRILLING PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
Utah
|
46-4341605 | |
| (State of Incorporation) | (I.R.S. Employer Identification No.) | |
| 1583 South 1700 East | ||
| Vernal, Utah | 84078 | |
| (Address of principal executive offices) | (Zip code) |
Commission File Number: 001-36453
Registrant’s telephone number, including area code: (435) 789-0594
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)) |
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, $0.001 par value | SDPI | NYSE American |
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 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 January 31, 2023, Superior Drilling Product, Inc. (the “Company”) entered into an amended and restated loan agreement and note with Tronco Energy Corporation changing the maturity date for all unpaid interest and principal to March 31, 2023.
The foregoing descriptions of the amendment and restatement of the Tronco loan agreement and note are qualified in their entirety by reference to the text of such documents, which are filed as Exhibits 10.1 and 10.2, respectively, to this Form 8-K and are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit Number | Description | |
| 10.1 | ||
| 10.2 | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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: February 2, 2023
| SUPERIOR DRILLING PRODUCTS, INC. | |
| /s/ Christopher D. Cashion | |
| Christopher D. Cashion Chief Financial Officer |
Exhibit 10.1
SECOND AMENDMENT TO THIRD AMENDED
AND RESTATED LOAN AGREEMENT
Reference is made to that certain Third Amended and Restated Loan Agreement executed by Tronco Energy Corporation, a Delaware corporation (“Borrower”) and Superior Drilling Products, Inc., a Utah corporation or its assigns (“Lender”) dated July 6, 2020, as amended by that certain First Amendment to Third Amended and Restated Loan Agreement dated December 31, 2022 (collectively, the “Existing Loan Agreement”). All defined terms contained herein shall have the same meaning as contained in the Existing Loan Agreement. This Second Amendment to Third Amended and Restated Loan Agreement is made as of this 31st day of January, 2023 (the “Second Amendment”) and makes the following revision to the Existing Loan Agreement:
| 1. | The defined term “Maturity Date” contained in Section 1.4 of the Existing Loan Agreement shall be deleted in its entirety and Section 1.4 shall be rewritten to read as follows: “Section 1.4 Term. The Note and any and all obligations of Borrower under this Agreement shall mature on March 31, 2023.” |
| 2. | All other terms and conditions contained in the Existing Loan Agreement shall remain in full force and effect except as specifically amended hereby. |
EXECUTED AS OF THIS 31st DAY OF JANUARY, 2023.
| BORROWER: | ||
| TRONCO ENERGY CORPORATION | ||
| By: | /s/ G. Troy Meier | |
| G. Troy Meier, President | ||
| LENDER: | ||
| SUPERIOR DRILLING PRODUCTS, INC. | ||
| By: | /s/ Chris Cashion | |
| Chris Cashion | ||
| Chief Financial Officer | ||
Exhibit 10.2
SECOND AMENDMENT TO THIRD AMENDED
AND RESTATED PROMISSORY NOTE
Salt Lake City, Utah
Reference is made to that certain Third Amended and Restated Loan Promissory Note executed by Tronco Energy Corporation, a Delaware corporation (“Maker”) for the benefit of Superior Drilling Products, a Utah corporation or its assigns (“Lender”) dated July 6, 2020 in the original principal amount of $7,091,162.00, as amended by that certain First Amendment to Third Amended and Restated Promissory Note dated December 31, 2022 (collectively, the “Existing Note”). All defined terms contained herein shall have the same meaning as contained in the Existing Note. This Second Amendment to Third Amended and Restated Promissory Note is made as of this 31st day of January, 2023 (the “First Amendment”) and makes the following revision to the Existing Note:
| 1. | The defined term “Maturity Date” contained in the Existing Note that provides for a Maturity Date of January 31, 2023, shall be deleted from the Existing Note and substituted therefore shall be a Maturity Date of March 31, 2023. |
| 2. | All other terms and conditions contained in the Existing Note shall remain in full force and effect except as specifically amended by this First Amendment. |
EXECUTED AS OF THIS 31st DAY OF JANUARY, 2023.
| MAKER: | ||
| TRONCO ENERGY CORPORATION | ||
| By: | /s/ G. Troy Meier | |
| G. Troy Meier, President | ||
AGREED TO AND ACCEPTED as of this 31st day of January, 2023.
| LENDER: | ||
| SUPERIOR DRILLING PRODUCTS, INC. | ||
| By: | /s/ Chris Cashion | |
| Chris Cashion | ||
| Chief Financial Officer | ||