Section 1.01 Entering into a Material Definitive Agreement.
Loan and Security Agreement
Limited, in its capacity as collateral agent and the various financial institutions or entities that become parties to the Loan Agreement from time to time as lenders (collectively, the “Lender”).
The loan agreement provides for term loans in an aggregate principal amount of up to
The outstanding principal balance of term loan advances bears interest at the rate of 8.0% per annum. Accrued interest is payable monthly after each term loan advance is funded. The Company is obligated to repay the aggregate principal balance of the term loan advances in monthly installments of
The Company may, at its option, prepay the term loan advances in whole or in part with each prepayment subject to an aggregate minimum amount of
The loan agreement contains customary representations, warranties and covenants, including the company’s covenants limiting additional indebtedness, liens, mergers and consolidations, substantial asset sales, investments and loans, certain changes in business and distributions. In addition, the Loan Agreement contains financial covenants, including but not limited to maintaining a certain quarterly EBITDA (as defined in the Loan Agreement) and a minimum unrestricted liquidity requirement. of
The Loan Agreement provides for customary events of default for term loans of this type, including, but not limited to, non-payment, breach or default in performance of covenants, insolvency, bankruptcy and the occurrence of a material adverse effect on the Company.
As security for the obligations, the Company has granted to the Lender a first ranking security interest in all rights, titles and interests of the Company in, on and under all of the Company’s property (including intellectual property), to the exception of the excluded Guarantee (as defined in the Loan Agreement).
The foregoing description of the Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Loan Agreement, a copy of which is filed herewith as Schedule 10.1, and is incorporated herein by reference.
In connection with entering into the Loan Agreement, with respect to the Initial Term Loan Advance, the Company issued to the Lender a warrant (the “Warrant”) for the purchase of 1,000 000 shares (the “Warrant Shares”) of the Company’s Class A common stock share, par value
The issuance of the warrant by the company to the lender was made in reliance on the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing description of the Warrant does not purport to be complete and is qualified in its entirety by reference to the full text of the Warrant, a copy of which is filed herewith as Schedule 10.2, and is incorporated herein by dismissal.
Item 2.03 Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information provided in Section 1.01 of this Current Report on Form 8-K regarding the Loan Agreement is incorporated by reference into this Section 2.03.
Item 3.02 Unrecorded Sales of
The information provided in Section 1.01 of this Current Report on Form 8-K regarding the Warrant is incorporated by reference into this Section 3.02.
Item 8.01 Other Events.
Item 9.01 Financial statements and supporting documents.
(d) Exhibits. The following documents are filed as part of this report:
Exhibit No. Description 10.1 Loan and Security Agreement, by and among
PARTS iD, Inc., the Lenders party thereto and JGB Collateral, LLC, in its capacity as collateral agent for the Lenders, dated as of October 21, 2022. 10.2 Form of Common Stock Purchase Warrant, dated as of October 21, 2022. 10.3 Intellectual Property Security Agreement, by and among PARTS iD, Inc., PARTS iD, LLC, the Lenders party thereto and JGB Collateral, LLC, in its capacity as collateral agent for the Lenders, dated as of October 21, 2022. 99.1 PARTS iD, Inc.News Release dated October 26, 2022. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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