Item 1.01 Entry into a Material Definitive Agreement.
promissory note (the “Note”) with
the Company in the amount of
Program (the “PPP”) established under the Coronavirus Aid, Relief, and Economic
Security Act (the “CARES Act”), administered by the
In accordance with the requirements of the CARES Act, the Company expects to use
the proceeds from the Loan exclusively for qualified expenses under the PPP,
including payroll costs, mortgage interest, rent and utility costs. Interest
will accrue on the outstanding balance of the Note at a rate of 1.00% per annum.
The Company expects to apply for forgiveness of up to the entire amount of the
Note. Notwithstanding the Company’s eligibility to apply for forgiveness, no
assurance can be given that the Company will obtain forgiveness of all or any
portion of the amounts due under the Note. The amount of forgiveness under the
Note is calculated in accordance with the requirements of the PPP, including the
provisions of Section 1106 of the CARES Act, subject to limitations and ongoing
rule-making by the SBA and the maintenance of employee and compensation levels.
Subject to any forgiveness granted under the PPP, the Note is scheduled to
mature two years from the date of first disbursement under the Note. The Note
may be prepaid at any time prior to maturity with no prepayment penalties. The
Note provides for customary events of default, including, among others, those
relating to failure to make payments, bankruptcy, and significant changes in
ownership. The occurrence of an event of default may result in the required
immediate repayment of all amounts outstanding and/or filing suit and obtaining
judgment against the Company. The Company’s obligations under the Note are not
secured by any collateral or personal guarantees.
Item 2.03 Creation of Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The discussion of the Loan set forth in Item 1.01 of this Current Report on Form
8-K is incorporated in this Item 2.03 by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 10.1 Paycheck Protection Program Note, dated
May 6, 2020, issued to BB&T/Truist Bank N.A.1
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