Attached files
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| EX-10.1 - LOAN AND SECURITY AGREEMENT, DATED MARCH 12, 2021 - MINIM, INC. | minm_ex101.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) March 12, 2021
ZOOM
TELEPHONICS,
INC.
(Exact
Name Of Registrant As Specified In Its Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
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000-53722
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04-2621506
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(Commission File
Number)
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(I.R.S. Employer
Identification No.)
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848 Elm Street, Manchester,
NH
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03101
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(Address of
Principal Executive Offices)
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(Zip
Code)
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(617)
423-1072
(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 (see General Instruction A.2.
below):
[
]
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[
]
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
[
]
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act: None.
Indicate
by check mark whether the registrant
is an emerging growth company as defined in 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 checkmark 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.
☐
Item 1.01
Entry into a Material Definitive Agreement.
The
disclosures provided in Item 2.03 of this Current Report on Form
8-K are hereby incorporated by reference into this Item
1.01.
Item
1.02
Termination of a Material Definitive Agreement.
On
March 12, 2021, Zoom Telephonics, Inc. (the “Company”)
terminated the Financing Agreement, dated as of December 18, 2012,
as amended (collectively, the “Financing Agreement”),
with Rosenthal & Rosenthal, Inc. (“Rosenthal”) in
connection with the Company’s entry into the Credit Agreement
(as defined below). The Company paid Rosenthal all outstanding
borrowings and other amounts owed by the Company under the
Financing Agreement in connection with the termination of the
Financing Agreement.
The
disclosures provided in Item 2.03 of this Current Report on Form
8-K are hereby incorporated by reference into this Item
1.02.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On
March 12, 2021 (the “Effective Date”), the Company and
its wholly-owned subsidiary Minim Inc. (“Minim”)
entered into a Loan and Security Agreement (the “Credit
Agreement”), with Silicon Valley Bank
(“SVB”).
The
Credit Agreement provides the Company with a maximum revolving
credit line of $13 million (the “Revolving Line”).
Borrowings under the Credit Agreement are secured by all of the
assets of Minim and the Company. The Company anticipates that it
will use the borrowing capacity for general corporate purposes,
including funding its working capital requirements. SVB was paid a
one-time, non-refundable revolving line commitment fee of $24,000
on the Effective Date. The floating per annum interest rate under
the Credit Agreement will range between 3.75% to 4.25%, with a
minimum interest rate per month of $14,000. The maturity date is 24
months from the Effective Date. If the Credit Agreement is
terminated for any reason prior to the maturity date, in addition
to the payment of any other amounts then-owing, the Company must
pay a termination fee in an amount equal to 2.0% of the Revolving
Line if such termination occurs prior to the first anniversary of
the Effective Date, or 1.0 % of the Revolving Line if such
termination occurs on or at any time after the first anniversary of
the Effective Date.
The
Credit Agreement contains certain customary covenants, including a
restriction from declaring any dividends, redeeming or repurchasing
any stock, or making any investment, loan or capital contribution
in any third party. In addition, the Company is restricted from
making material dispositions or transfers of assets, or making any
changes in the Company’s business, management, control or
business locations. The Credit Agreement provides for customary
events of default. Upon an event of default, SVB has the right to
declare all outstanding obligations as immediately due and payable,
which will bear interest at 5.0% above the otherwise then
applicable interest rate.
The
foregoing summary is subject to, and qualified in its entirety by,
the full text of the Credit Agreement, a copy of which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
The
disclosures provided in Item 2.03 of this Current Report on Form
8-K are hereby incorporated by reference into this Item
3.03.
Item 9.01
Financial
Statements and Exhibits.
(d) Exhibits.
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Exhibit Number
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Title
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Loan
and Security Agreement, dated March 12, 2021, by and among Silicon
Valley Bank, Zoom Telephonics, Inc. and Minim Inc.
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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.
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ZOOM
TELEPHONICS, INC.
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Dated: March 15,
2021
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By:
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/s/ Sean Doherty
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Sean Doherty |
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Chief Financial Officer |
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