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0001547459
0001547459
2022-12-15
2022-12-15
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): December 21, 2022 (December 15, 2022)
Natural Grocers by Vitamin Cottage, Inc.
(Exact name of registrant as specified in its charter)
Delaware
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001-35608
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45-5034161
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(State or other jurisdiction
of incorporation)
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(Commission
File No.)
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(IRS Employer
Identification No.)
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12612 West Alameda Parkway
Lakewood, Colorado 80228
(Address of principal executive offices) (Zip Code)
(303) 986-4600
(Registrant’s telephone number, including area code)
Not Applicable
(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:
☐ 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 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:
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, $0.001 par value
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NGVC
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New York Stock Exchange
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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 ☐ |
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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On December 15, 2022, Vitamin Cottage Natural Food Markets, Inc. (the “Operating Company”), a wholly owned subsidiary of Natural Grocers by Vitamin Cottage, Inc. (the “Company”), entered into the Sixth Amendment to Credit Agreement (the “Sixth Amendment”) by and among the Operating Company, the guarantors party thereto (the “Guarantors”), the lenders party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, which amends the Credit Agreement dated as of January 28, 2016 by and among the Operating Company, the Guarantors, the lenders party thereto and the Administrative Agent (the “Credit Facility”). Pursuant to the Sixth Amendment, the Credit Facility was amended to (1) remove and replace the LIBOR-based interest rate benchmark provisions with interest rate benchmark provisions based on a term secured overnight financing rate and (2) increase the Operating Company’s restricted payments capacity from $10.0 million to $12.5 million (the “Increased Capacity”) during any fiscal year, allowing the Operating Company to pay cash dividends to the Company to fund the repurchase of shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) and the payment of cash dividends on Common Stock in an amount not to exceed the Increased Capacity.
The foregoing description of the Sixth Amendment is qualified in its entirety by reference to the complete terms and conditions of such agreement, which is filed as Exhibit 10.1 hereto and incorporate herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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Exhibit No.
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Description
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10.1
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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.
Dated: December 21, 2022
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Natural Grocers by Vitamin Cottage, Inc.
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By:
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/s/ Kemper Isely
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Name:
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Kemper Isely
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Title:
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Co-President
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