Item 1.01 Entry into a Material Definitive Agreement.

Alfi, Inc. (the "Company") and Lee Aerospace, Inc. (the "Lender") entered into Amendment No. 3 to Credit and Security Agreement ("Amendment No. 3"), dated as of September 29, 2022, which amended the Credit and Security Agreement, dated April 12, 2022, as subsequently amended by Amendment No. 1 thereto dated June 27, 2022 and Amendment No. 2 thereto dated August 5, 2022 (as so amended, the "Credit Agreement"). Pursuant to Amendment No. 3, the Company and the Lender amended the Credit Agreement in all respects necessary to increase the non-revolving line of credit by an aggregate amount of $505,000 and to further increase the non-revolving line of credit by the amount, if any, which the Lender loans to the Company after the date of Amendment No. 3, in excess of such amount. Borrowings made in connection with Amendment No. 3 were used by the Company for payroll and other operating expenses. To date, and giving effect to Amendment No. 3, the Company has borrowed $3,755,000 under the Credit Agreement, and such amount remains outstanding. The Lender is not obligated to loan any additional amounts to the Company under the Credit Agreement.

The Company also executed a Second Amended and Restated Non-Revolving Line of Credit Note to reflect the amendments to the Credit Agreement made by Amendment No. 3. Except as set forth above, Amendment No. 3 does not otherwise amend the terms of the Credit Agreement and the underlying credit facility, including the maturity date, interest rate, events of default and other provisions, descriptions of which are set forth in the Company's Current Reports on Form 8-K filed on April 18, 2022, July 1, 2022 and August 8, 2022, and which descriptions are incorporated into this Item 1.01 by reference.

The Lender is wholly owned by an entity which is majority owned and controlled by James Lee, the Company's Chairman of the Board of Directors and Interim Chief Executive Officer. Mr. Lee is also President of the Lender. In addition, Mr. Lee and the Lender, together, beneficially own approximately 35% of the shares of Common Stock.


 Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an

           Off-Balance Sheet Arrangement of a Registrant.

The disclosures included in Item 1.01 above, including regarding Amendment No. 3, and the transactions completed thereby, are incorporated into this Item 2.03 in their entirety by reference.

Item 2.05 Costs Associated With Exit or Disposal Activities.

On October 5, 2022, in light of the Company's business and financial condition, the Company laid off 15 employees. After giving effect to such layoffs, the Company has approximately 5 employees. As of the time of filing of this Current Report on Form 8-K, the Company is unable in good faith to make a determination of the estimates required by Item 2.05(b), (c) and (d) of Form 8-K.

Item 8.01 Other Information.

As previously disclosed, since its inception the Company has generated only nominal revenue from customers and business activity. Currently, the Company has very limited cash on hand. The Company's efforts to raise sufficient additional capital through debt or equity financing have not been successful. The Company is considering alternatives, which may include selling assets, ceasing operations or filing a petition for bankruptcy under applicable bankruptcy laws.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits



  99.1     Amendment No. 3 to Credit and Security Agreement, dated as of
         September 29, 2022, between Alfi, Inc. and Lee Aerospace, Inc.

  99.2     Second Amended and Restated Non-Revolving Line of Credit Note, dated
         September 29, 2022, by Alfi, Inc. in favor of Lee Aerospace, Inc.

104      Cover Page from this Current Report on Form 8-K, formatted in Inline
         XBRL

© Edgar Online, source Glimpses