UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 | Entry into a Material Definitive Agreement. |
On May 1, 2023, TransAct Technologies Incorporated (the “Company”) and Siena Lending Group LLC (the “Lender”) entered into a letter agreement (the “Amendment”) amending the Loan and Security Agreement, dated as of March 13, 2020, between the Lender and the Company, as amended (the “Loan Agreement”). The Amendment does not modify the aggregate amount of the revolving commitment or the interest rate applicable to the loans pursuant to the Loan Agreement.
Prior to the effectiveness of the Amendment, Section 7.1(m)(i) of the Loan Agreement provided that if Bart Shuldman, the former Chief Executive Officer (“CEO”) of the Company, ceased to serve in such capacity, it would constitute an event of default under the Loan Agreement unless a successor CEO reasonably satisfactory to the Lender was appointed within 60 days thereafter. In light of the recent departure of Mr. Shuldman as CEO of the Company, the appointment of John M. Dillon to serve as his successor, and the Company’s receipt of confirmation from the Lender of its satisfaction with Mr. Dillon as successor, the parties entered into the Amendment solely to revise Section 7.1(m)(i) of the Loan Agreement to replace the reference to “Bart Shuldman” with “John M. Dillon.” The Amendment does not change any other terms or conditions in the Loan Agreement.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information contained in Item 1.01 is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits |
10.1 | Letter Amendment, dated May 1, 2023, to Loan and Security Agreement between Siena Lending Group LLC and TransAct Technologies Incorporated |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
TRANSACT TECHNOLOGIES INCORPORATED | |||
By: | /s/ Steven A. DeMartino | ||
Steven A. DeMartino | |||
President, Chief Financial Officer, Treasurer & | |||
Secretary |
Date: May 4, 2023
Exhibit 10.1
SIENA LENDING GROUP LLC
9 W Broad Street, 5th Floor
Stamford, Connecticut 06902
May 1, 2023
TransAct Technologies Incorporated
2319 Whitney Avenue, Suite 3B
Hamden, Connecticut 06518
Attention: Steven A. DeMartino, President and Chief Financial Officer
Re: Letter Amendment
Ladies and Gentlemen:
Reference is made to that certain Loan and Security Agreement dated as of March 13, 2020, as amended (the “Loan Agreement”) by and between Siena Lending Group LLC (“Lender”) and TransAct Technologies Incorporated, a Delaware corporation (“Borrower”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement.
It has recently come to Lender’s attention that Bart Shuldman resigned his position as chief executive officer of Borrower and that the Board of Directors appointed John M. Dillon to succeed Mr. Shuldman. Section 7.1(m) of the Loan Agreement requires that any successor to Mr. Shuldman must be reasonably acceptable to Lender. Lender has previously confirmed that Mr. Dillon is an acceptable successor to Mr. Shuldman, but requires an amendment to Section 7.1(m) to reflect this change.
Lender and Borrower hereby agree that Section 7.1(m)(i) of the Loan Agreement is amended to replace the reference to “Bart Shuldman” with “John M. Dillon”.
All other terms and conditions of the Loan Agreement shall remain in full force and effect. All references in the Loan Agreement to “this Agreement” shall be deemed to refer to the Loan Agreement as amended hereby; and any and all references in the Loan Documents to the Loan Agreement shall be deemed to refer to the Loan Agreement as amended hereby. This letter amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original and all of which counterparts, taken together, shall constitute one and the same instrument.
Kindly indicate your agreement with the terms of this letter by signing in the space provided below and returning a countersigned copy to my attention.
Very truly yours, | |||
SIENA LENDING GROUP LLC | |||
By: | /s/ Steven Sanicola | ||
Name: | Steven Sanicola | ||
Title: | Authorized Signatory | ||
By: | /s/ Keith Holler | ||
Name: | Keith Holler | ||
Title: | Authorized Signatory |
Acknowledged and agreed as of May 1, 2023:
TRANSACT TECHNOLOGIES INCORPORATED | |||
By: | /s/ Steven A. DeMartino | ||
Name: | Steven A. DeMartino | ||
Title: | President and CFO |
Signature page to letter agreement