UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 3, 2020 (March 2, 2020)

Otelco Inc.

(Exact Name of Registrant as Specified in Charter)

505 Third Avenue East, Oneonta, AL 35121

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (205) 625-3574

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

On March 2, 2020, Otelco Inc. (the “Company”) entered into an Agreement Regarding Amendments to Credit Agreement (the “Amendment”), which amended the Company’s Credit Agreement dated as of November 2, 2017 (as amended, the “Credit Agreement”), by and among the Company, as borrower, each subsidiary of the Company listed as a guarantor on the signature pages thereto, as guarantors (such guarantors, together with the Company, the “Loan Parties”), the lenders party thereto from time to time, as lenders, and CoBank, ACB, as administrative agent (“CoBank”).

The Amendment, among other things, amends the financial covenants set forth in the Credit Agreement, effective as of December 31, 2019, to: (i) remove the required minimum fixed charge coverage ratio; (ii) add a maximum annual aggregate capital expenditures covenant of $10,500,000 for fiscal year 2020 and $10,000,000 for each year fiscal year thereafter ; (iii) modify the required maximum leverage ratio to the following maximum levels for each fiscal quarter end during the following periods (A) 3.50:1.00 for any fiscal quarter ending during the period from October 1, 2019 through March 30, 2021, (B) 3.25:1.00 for any fiscal quarter ending during the period from April 1, 2021 through December 31, 2021, and (C) 3.00:1.00 for any fiscal quarter ending on or after January 1, 2022; and (iv) add a new minimum debt service coverage ratio covenant of not less than 1.75:1.00, measured as of the end of each fiscal quarter.

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 attached hereto as Exhibit 10.1 and is incorporated herein by reference.

The disclosures above under Item 1.01 of this Current Report on Form 8-K are also responsive to Item 2.03 of this Current Report on Form 8-K and are hereby incorporated by reference into this Item 2.03.

SIGNATURES

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.