Item 1.01 Entry into a Material Definitive Agreement.
Amendment No. 4 to Loan and Security Agreement
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Pursuant to Amendment No. 4, among other things, the Loan and Security Agreement was amended to permit the incurrence of the Additional Subordinated Loan (as defined below) under the Subordinated Loan Agreement (as defined below).
The Loan Parties paid certain customary fees and expenses in connection with Amendment No. 4.
The foregoing description of the Amendment is qualified in its entirety by reference to the complete text thereof, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
Amendment No. 2 to Subordinated Loan and Security Agreement
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Pursuant to Amendment No. 2, among other things,
Interest on the Additional Subordinated Loan accrues, subject to certain terms and conditions under the Subordinated Loan Agreement, at the rate of fifteen percent (15.0%) per annum, compounded on the last day of each calendar quarter by becoming a part of the principal amount of the Additional Subordinated Loan.
The proceeds from the Additional Subordinated Loan will be used by
The Additional Subordinated Loan is also secured by a second priority security
interest in substantially all of the assets of the Loan Parties, including
inventory, accounts receivable, cash and cash equivalents and certain other
collateral of the borrowers and guarantors under the Subordinated Loan
Agreement. The Company will provide a limited guarantee of
Among other things, the Subordinated Loan Agreement limits the Loan Parties' ability to incur additional indebtedness, create liens, make investments, make restricted payments or specified payments and merge or acquire assets.
The Subordinated Loan Agreement contains customary events of default, including, but not limited to, payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to other obligations, customary ERISA defaults, certain events of bankruptcy and insolvency, judgment defaults, the invalidity of liens on collateral, change in control, cessation of business or the liquidation of material assets of the borrowers and guarantors thereunder taken as a whole and the occurrence of an uninsured loss to a material portion of collateral.
The Loan Parties paid certain customary fees and expenses in connection with the Additional Subordinated Loan and Amendment No. 2.
The foregoing description of Amendment No. 2 and the Subordinated Loan Agreement does not purport to be complete and is qualified in its entirety by reference to Amendment No. 2, a copy of which is attached as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Common Stock Purchase Warrants
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The Warrants provide for certain adjustments that may be made to the number of Warrant Shares issuable upon exercise due to customary anti-dilution provisions based on future corporate events. In addition, in connection with certain consolidations, mergers or similar extraordinary events involving the Company, immediately prior to any such event, each Warrant will be automatically converted into the right to receive the number of shares of common stock of the . . .
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 (under the headings "Amendment No. 4 to Loan and Security Agreement," "Amendment No. 2 to Subordinated Loan and Security Agreement," and "Contingent Value Rights Agreement") of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.02 Unregistered Sales of
The information set forth in Item 1.01 (under the heading "Common Stock Purchase Warrant") of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Item 5.03(a)(i). Amendment to Certificate of Incorporation.
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The Certificate of Amendment is filed as Exhibit 3.1 hereto and is incorporated herein by reference.
Item 5.03(a)(ii). Amendment to By-Laws.
Effective
The amendment to the Bylaws are filed as Exhibit 3.2 hereto and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 3.1 Certificate of Amendment of Certificate of Incorporation ofKaspien Holdings Inc. , datedMarch 8, 2022 3.2 Amendment No. 3 to Bylaws ofKaspien Holdings Inc. , datedMarch 8, 2022 4.1 Common Stock Purchase Warrant 10.1 Amendment No. 4 to Loan and Security Agreement 10.2 Amendment No. 2 to Subordinated Loan and Security Agreement 10.3 Registration Rights Agreement 10.4 Contingent Values Rights Agreement
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