Item 8.01 Other Events.
On February 7, 2023, Blue Torch Finance LLC ("Blue Torch") and the Company
entered into a further Limited Waiver of certain events of default under the
Financing Agreement dated March 21, 2022, by and among the Company, the lenders
from time-to-time party thereto (the "Lenders"), and Blue Torch as collateral
agent and administrative agent for the Lenders (the "Financing Agreement"). The
Limited Waiver amends the Seventh Amendment to the Limited Waiver to the
Financing Agreement dated January 31, 2023 and will expire on February 10, 2023,
if not terminated earlier by Blue Torch ("Waiver Period").
In consideration of the agreements of the Agents and the Lenders under this
Amendment, in addition to any other fees payable under the Financing Agreement
and the other Loan Documents, the Borrower agrees to pay to the Administrative
Agent (for the benefit of the Lenders) a waiver extension fee equal to
$1,000,000 (the "Waiver Period Extension Fee"), which Waiver Period Extension
Fee shall be fully earned as of the Amendment Effective Date, but shall only be
payable in full in cash upon the earlier to occur of (x) the termination or
expiration of the Waiver Period in accordance with the terms of the Limited
Waiver Agreement, (y) any acceleration of the Loans pursuant to Section 9.1 of
the Financing Agreement (including, for the avoidance of doubt, any automatic
acceleration as a result of an Event of Default under Section 9.1(f) or (g)
thereof), and (z) the repayment in full in cash of all Obligations under the
Financing Agreement and the termination of all outstanding Commitments
thereunder. Notwithstanding the foregoing, the Lenders hereby agree that the
Waiver Period Extension Fee shall be waived in full in the event that the
Borrower, the Agents and the Lenders enter into a long-term extension of the
Waiver Period, on terms and conditions acceptable to the Agents and the Lenders
(including, without limitation, the agreement by the Loan Parties to comply with
certain sale and refinancing milestones) on or before February 10, 2023.
The Limited Waiver concerns events of default that relate to the Company's
failure to satisfy certain financial and non-financial covenants under the
Financing Agreement. The Company is currently engaged in good faith negotiations
with Blue Torch, as agent for the Lenders, to amend the Financing Agreement and
cure the events of default, although we cannot assure you that we will be
successful in doing so. If the Company is unsuccessful in renegotiating the
Financing Agreement and curing the continuing events of default by the
expiration of the Waiver Period, the Company intends to seek further Limited
Waivers with Blue Torch, although we cannot assure you that Blue Torch would be
willing to grant additional waivers. For further information on the terms of the
Financing Agreement please refer to our Amended Annual Report on Form 10-K/A for
the fiscal year ended June 30, 2022, filed with the SEC on November 22, 2022.
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