Current Report Filing (8-k)
31 Juli 2019 - 10:54PM
Edgar (US Regulatory)
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): July 30, 2019
REVOLUTION LIGHTING TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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000-23590
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59-3046866
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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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177 Broad Street,
Stamford, Connecticut
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06901
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (203)
504-1111
(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):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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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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☐
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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(s)
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Name of each exchange
on which registered
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Common Stock
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RVLT
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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).
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. ☐
Item 1.01
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Entry into a Material Definitive Agreement.
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As previously disclosed in the Current Report on Form
8-K
filed by Revolution Lighting Technologies, Inc. (the
Company) on May 6, 2019, the Company previously entered into a Second Amendment to Forbearance Agreement and Sixteenth Amendment (the Sixteenth Amendment) to its loan and security agreement (the Loan
Agreement) with Bank of America N.A. (Bank of America). Under the terms of the Sixteenth Amendment, Bank of America agreed to forebear, until July 31, 2019, from exercising its rights and remedies as a result of breaches of
certain covenants under the Loan Agreement.
On July 30, 2019, Bank of America approved an extension of the forbearance period under the Sixteenth
Amendment from July 31, 2019 to August 15, 2019. All of the other terms and conditions of the Loan Agreement and the Sixteenth Amendment remain in full force and effect. If the Company is not able to obtain a further amendment of the Loan
Agreement or extend the forbearance, all principal, interest and other amounts outstanding under the Loan Agreement will become due and payable upon the earlier of 5 p.m. on August 15, 2019 or any Termination Event (as defined in the Loan
Agreement, as amended).
The Company is working with Bank of America to further amend the Loan Agreement to provide for ongoing borrowing availability and
a continuing forbearance following August 15, 2019. However, there can be no assurance that the Company will obtain such an amendment.
Forward-looking statements
Except for statements of
historical fact, the matters discussed herein are forward-looking statements within the meaning of the applicable securities laws and regulations. The words expects, believes, are intended,
plans, and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements, including statements regarding further
amendments to the Loan Agreement and future borrowing under the Loan Agreement, involve risks and uncertainties that may cause actual results to differ materially from those stated here as a result of various factors. Factors that could cause actual
results to differ materially from those in the forward-looking statements include, but are not limited to, the risks described in the Companys filings with the Securities and Exchange Commission. Forward-looking statements reflect the views of
the Companys management as of the date hereof. Readers are cautioned not to place undue reliance on these forward-looking statements. The Company does not undertake to revise these statements to reflect subsequent developments.
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.
Date: July 31, 2019
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REVOLUTION LIGHTING
TECHNOLOGIES, INC.
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By:
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/s/ Robert V. LaPenta, Sr.
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Robert V. LaPenta, Sr.
Chief Executive
Officer and President
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