UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
Current Report
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01 Entry into a Material Definitive Agreement.
Effective March 31, 2024, Superior Drilling Products, Inc. (the “Company”) entered into the Fifth Amended and Restated Loan Agreement (the “Loan Agreement”) and the Fifth Amended and Restated Promissory Note (the “Note”) with Tronco Energy Corporation (“Tronco”). The obligations of Tronco are guaranteed by G. Troy Meier, Chief Executive Officer of the Company, and Annette Meier, Chief Operating Officer and President of the Company. Pursuant to the Note, Tronco will make payments to the Company of $750,000 annually commencing on September 30, 2024 through March 31, 2033, provided that the final payment shall include all remaining outstanding principal and interest. Notwithstanding this, all principal and interest under the Note shall be due and payable by Tronco on the closing date of the transactions contemplated by the Agreement and Plan of Merger dated March 6, 2024 among the Company, Drilling Tools International Corporation, a Delaware corporation, DTI Merger Sub I, Inc., a Delaware corporation and DTI Merger Sub II, LLC, a Delaware limited liability company.
Interest will continue to accrue on the Note at 2.8% per annum. The security for the obligations under the Loan Agreement and the Note, and all other provisions, remain the same.
Item 9.01 Financial Statements and Exhibits.
| Exhibit Number | Description | |
| 10.1 | Fifth Amended and Restated Promissory Note between Superior Drilling Products, Inc. and Tronco Energy Corporation dated effective March 31, 2024. | |
| 10.2 | Fifth Amended and Restated Loan Agreement between Superior Drilling Products, Inc. and Tronco Energy Corporation dated effective March 31, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: April 1, 2024
| SUPERIOR DRILLING PRODUCTS, INC. | |
| /s/ Christopher D. Cashion | |
| Christopher D. Cashion | |
| Chief Financial Officer |