UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 29, 2020
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Crexendo, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Nevada
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001-32277
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87-0591719
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(State or Other Jurisdictionof Incorporation)
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(CommissionFile Number)
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(IRS EmployerIdentification No.)
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1615 S. 52nd Street, Tempe, AZ
85281
(Address of Principal Executive Offices) (Zip Code)
(602) 714-8500
(Registrant’s Telephone Number, Including Area
Code)
Not applicable.
(Former Name or Former Address, if Changed Since Last
Report)
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 (see General Instruction A.2.
below):
☐
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))
Item
1.01.
Entry
into a Material Definitive Agreement.
On
January 27, 2020, our wholly-owned subsidiary, Crexendo Business
Solutions, Inc. (“Crexendo”), closed on the purchase
of its facility located at 1615 S 52nd St, Tempe, AZ 85281 (the
“Property”) for
$2,500,000 pursuant to the purchase and sale agreement with an
effective date of January 27, 2020 between SGM EXE, LLC
(“SGM”) and
Crexendo (the
“Agreement”).
Crexendo had previously leased the property from SGM. The
description of the Agreement set forth above does not purport to be
complete and is qualified in its entirety by reference to the
complete text of the Agreement, a copy of which is attached as
Exhibit 10.1 and is incorporated herein by reference.
Simultaneously
with the execution of the Agreement and the closing of the purchase
of the Property, we entered into a Fixed Rate Term Loan Agreement
(the “Loan
Agreement”) with Bank of America, N.A. (the
“Bank”) to
finance Two Million Dollars ($2,000,000) of the purchase price. The
Loan Agreement has a term of seven (7) years (the
“Term”) with
monthly payments of Eleven Thousand Eight Hundred Forty-One and
15/100 Dollars ($11,841.15) beginning on March 1, 2020
(“Repayment
Terms”). The description of the Loan Agreement set
forth above does not purport to be complete and is qualified in its
entirety by reference to the complete text of the Loan Agreement,
the form of which is attached as Exhibit 10.2 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
information required to be reported under this Item 2.03 is
incorporated by reference from Item 1.01 of this Current Report on
Form 8-K.
(d)
Exhibits
Exhibit
No.
Description
Purchase and Sale
Agreement with an effective date of January 27, 2020 by and among
SGM EXE, LLC, Seller and Crexendo, Business Solutions, Inc.
Purchaser.
Loan Agreement
between Bank of America, N.A. and Crexendo Business Solutions, Inc.
dated January 22 2020, entered into on January 27,
2020.
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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Crexendo, Inc. |
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Date:
January 29, 2020
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By:
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/s/ Ronald
Vincent
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Ronald
Vincent
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Chief Financial Officer |
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