Attached files
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| EX-99 - ADDITIONAL EXHIBITS - AutoWeb, Inc. | ex99-1.htm |
| EX-10 - MATERIAL CONTRACTS - AutoWeb, Inc. | ex10-1.htm |
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) April 16,
2020
AutoWeb, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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1-34761
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33-0711569
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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400 North Ashley Drive, Suite 300
Tampa, Florida 33602-4314
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(Address
of principal executive offices) (Zip Code)
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(949) 225-4500
Registrant’s
telephone number, including area code
(Former
name or former address, if changed since last report.)
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:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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AUTO
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The Nasdaq Capital Market
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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).
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Emerging growth company
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☐
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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.
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Item
1.01
Entry into a Material Definitive Agreement.
The information set forth below under Item 2.03 is hereby
incorporated by reference into this Item 1.01.
Item
2.03
Creation
of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On
April 16, 2020, AutoWeb, Inc. (“Company”) received a loan in the amount of approximately $1.38
million from PNC Bank, N.A. (“Loan”), pursuant to the Paycheck Protection
Program (“PPP”) administered by the United States Small
Business Administration (“SBA”) under the Coronavirus
Aid, Relief, and Economic Security Act (“CARES
Act”).
The Loan was granted pursuant to a Paycheck
Protection Program Term Note dated April 16, 2020, issued by the
Company (“PPP Note”). The PPP Note matures on April 16,
2022, and bears interest at a rate of 1.00% per annum. Principal
and accrued interest are payable monthly in equal installments
commencing November 15, 2020 and continuing through the maturity
date, unless the Loan is forgiven as described below. The PPP Note
may be prepaid at any time prior to maturity with no prepayment
penalties and contains customary events of default relating to,
among other things, payment defaults and breaches of
representations and warranties. Loan proceeds may only be used
to retain workers and maintain
payroll or make mortgage interest, lease and utility
payments. However, at least 75
percent of the Loan proceeds must be used for payroll expenses.
All
or a portion of the Loan may be forgiven based on the sum of
documented payroll costs, covered lease payments, covered mortgage
interest and covered utilities during the eight-week period
beginning on the date of loan approval. For purposes of the CARES
Act, payroll costs exclude compensation of an individual employee
in excess of $100,000, prorated annually. Not more than 25% of the
forgiven amount may be for non-payroll costs. Forgiveness is
reduced if full-time headcount declines, or if salaries and wages
for employees with salaries of $100,000 or less annually are
reduced by more than 25%. In the event the Loan, or any portion
thereof, is forgiven pursuant to the PPP, the amount forgiven is
applied to outstanding principal.
The
Company intends to use all proceeds from the Loan to retain
employees, maintain payroll and make lease, mortgage interest and
utility payments.
The
foregoing description of the Note does not purport to be complete
and is qualified in its entirety by reference to its full text, a
copy of which is attached as Exhibit 10.1 and incorporated herein
by reference.
Item 7.01
Regulation FD Disclosure.
The
information set forth above under Item 2.03 is hereby incorporated
by reference into this Item 7.01.
On
April 17, 2020, the Company issued a press release announcing that
it had entered into the Loan. The press release is attached to this
Current Report on Form 8-K as Exhibit 99.1.
In accordance with General Instruction B.2 of Form
8-K, the information under this Item 7.01, including Exhibit 99.1,
shall not be deemed “filed” for the purposes of Section
18 of the Exchange Act or otherwise subject to the liabilities of
that section, nor shall such information, including Exhibit 99.1,
be deemed incorporated by reference in any filing under the
Securities Act or the Securities Exchange Act, except
as shall be expressly
set forth by specific reference in such filing.
The
statements contained in this Current Report on Form 8-K that are
not historical facts are forward-looking statements under the
federal securities laws. Words such as “anticipates,”
“could,” “may,” “estimates,”
“expects,” “projects,”
“intends,” “pending,” “plans,”
“believes,” “will” and words of similar
substance, or the negative of those words, used in connection with
any discussion of future operations or financial performance
identify forward-looking statements. In particular, statements
regarding expectations and opportunities, new product expectations
and capabilities, projections, statements regarding future events,
and our outlook regarding our (i) in addition to the
Company’s previously announced cost reductions, the Company
believes the increased liquidity resulting from the Loan will allow
the Company to continue meeting its payroll needs and ensure that
the Company’s business remains fully operational; (ii) the
Company will continue to meet the needs of our dealer and OEM
customers; and (iii) the Company intends to use all proceeds from
the Loan to retain employees, maintain payroll and make lease,
mortgage interest and utility payments, are not guarantees of
future performance and involve assumptions and risks and
uncertainties that are difficult to predict. Actual outcomes and
results may differ materially from what is expressed in, or implied
by, these forward-looking statements. AutoWeb undertakes no
obligation to update publicly any forward-looking statements,
whether as a result of new information, future events or otherwise.
Among the important factors that could cause actual results to
differ materially from those expressed in, or implied by, the
forward-looking statements are changes in general economic
conditions; the financial condition of automobile manufacturers and
dealers; disruptions in automobile production; changes in fuel
prices; the economic impact of terrorist attacks, political
revolutions or military actions; failure of our internet security
measures; dealer attrition; pressure on dealer fees; increased or
unexpected competition; the failure of new products and services to
meet expectations; failure to retain key employees or attract and
integrate new employees; actual costs and expenses exceeding
charges taken by AutoWeb; changes in laws and regulations; costs of
legal matters, including, defending lawsuits and undertaking
investigations and related matters; and other matters disclosed in
AutoWeb’s filings with the Securities and Exchange
Commission. Investors are strongly encouraged to review the
Company’s Annual Report on Form 10-K for the year ended
December 31, 2019 and other filings with the Securities and
Exchange Commission for a discussion of risks and uncertainties
that could affect the business, operating results or financial
condition of AutoWeb and the market price of the Company’s
stock.
Item
9.01
Financial
Statements and Exhibits.
(d)
Exhibits
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.
Date:
April 17, 2020
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AUTOWEB,
INC.
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By:
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/s/ Glenn E.
Fuller
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Glenn
E. Fuller, Executive Vice President, Chief Legal Officer and
Secretary
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