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): September 30, 2019
PRO-DEX, INC.
(Exact name of registrant as specified in charter)
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COLORADO |
0-14942 |
84-1261240 |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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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).
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Emerging growth company ¨ |
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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.
Extension of Revolving Loan
As previously disclosed in Pro-Dex, Inc.’s (the “Company”) Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on September 7, 2018, the Company previously entered into a revolving loan (the “Revolving Loan”), dated effective September 6, 2018, with Minnesota Bank & Trust, a Minnesota state banking corporation (“MBT”), providing for a $2,000,000 revolving credit note (the “Revolving Credit Note”). The Revolving Credit Note is secured by substantially all of the assets of the Company.
On Sptember 30, 2019, the Company and MBT entered into a Change in Terms Agreement (the “Amendment”) dated effective September 6, 2019, which extends the maturity date of the Revolving Credit Note to November 6, 2020 and contains other provisions customary for an amendment of this type. The Company will pay MBT a $5,000 fee in consideration for the Amendment.
A copy of the Amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K and a copy of the original Revolving Loan (prior to giving effect to the Amendment) is attached as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on September 7, 2018. The above descriptions are qualified by reference to the complete text of the Revolving Loan and the Amendment, provided that the representations and warranties contained in the Revolving Loan and the Amendment are not intended for investors and the public to obtain factual information about the Company. Rather, investors and the public should look to disclosures contained in the Company’s reports under the Securities Exchange Act of 1934, as amended.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosures 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
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Exhibit Number |
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Description |
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10.1 |
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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.
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Date: October 1, 2019 |
Pro-Dex, Inc. |
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By: |
/s/ Alisha K. Charlton |
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Alisha K. Charlton |
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Chief Financial Officer |
INDEX TO EXHIBITS
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Exhibit Number |
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Description |
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10.1 |
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EXHIBIT 10.1
CHANGE IN TERMS AGREEMENT
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Principal |
Loan Date |
Maturity |
Loan No |
Call / Coll |
Account |
Officer |
Initials |
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$2,000,000.00 |
09-06-2018 |
11-06-2020 |
511416679 |
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PRO DI00 |
06618 |
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References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item.
Any item above containing "***" has been omitted due to text length limitations.
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Borrower: |
PRO-DEX, INC. 2361 MCGAW AVENUE IRVINE, CA 92614 |
Lender: |
MINNESOTA BANK & TRUS MINNETONKA 9800 Bren Road East, Suite 200 Minnetonka, MN 55343-6400 (952) 936-7800 |
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Principal Amount: $2,000,000.00 |
Date of Agreement: September 6, 2019 |
DESCRIPTION OF EXISTING INDEBTEDNESS. PROMISSORY NOTE AS DESCRIBED ABOVE WITH A CURRENT PRINCIPALE BALANCE OF ZERO DOLLARS.
DESCRIPTION OF CHANGE IN TERMS.
LENDER AND BORROWER AGREE TO EXTEND THE MATURITY DATE ON THIS LOAN FROM 09/06/2019 TO 11/06/2020.
LENDER AND BORROWER AGREE THAT THE INTEREST WILL BE COLLECTED WITH THE NEXT REGULARLY SCHEDULED PAYMENT.
BORROWER AGREES TO PAY A FEE OF $5,00 IN CONJUNCITON WITH THIS CHANGE IN TERMS AGREEMENT.
LENDER AND BORROWER AGREE TO THE FOLLOWING PAYMENT SCHEDULE: (13) MONTHLY INTEREST ONLY PAYMENTS BEGINNING 10/06/2019 AND DUE ON THE SAME SAY OF EACH MOTNH THERAFTER. BORROWERS FINAL PAYMENT WILL BE DUE ON 11/06/2020, AND WILL BE FOR ALL PRINCIPAL AND ALL IACCRUED INTEREST NOT YET PAID.
CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect. Consent by Lender to this Agreement does not waive the Lender’s right to strict performance of the obligations(s) as changed, nor obligate the Lender to make any future change in terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lender to retain as liable parties all makers and endorsers of the original obligation(s), including accommodation parties, unless a party is expressly released by Lender in writing. Any maker or endorser, including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise will not be released by it. This waiver applies not only to any initial extension, modification, or release, but also to all such subsequent actions.
PRIOR TO SIGNING THIS AMENDMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT. BORROWER AGREES TO THE TERMS OF THE AGREEMENT.
BORROWER:
PRO-DEX, INC.
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By: |
/s/ Richard Van Kirk |
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RICHARD LEE VANKIRK, JR., Chief Executive Officer of PRO-DEX, INC. |
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LENDER:
MINNESOTA BANK & TRUST
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By: |
/s/ Eric Gundersen |
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Senior Vice President |
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