UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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. |
On February 4, 2022, GTY Technology Holdings Inc. (the “Company”) and the applicable lender parties entered into a First Amendment to Loan and Security Agreement (the “Amendment”), which amended the Loan and Security Agreement dated as of November 13, 2020 by and among the Company, each of the subsidiary guarantors from time to time party thereto (collectively, the “Guarantors”), the financial institutions from time to time party thereto (collectively, the “Lenders”), and Acquiom Agency Services LLC, a Colorado limited liability company, as agent for the Lenders (the “Agreement”).
Under the Amendment, the definition of “Prepayment Event” was changed to increase from $15,000,000 to $24,000,000 the cumulative amount of ATM Program Proceeds that the Company, or any of the Guarantors, may receive without being required to use certain net cash proceeds therefrom to prepay the term loan under the Agreement. ATM Program Proceeds are defined under the Agreement as any cash proceeds actually received by the Company from the sale of certain Company equity interests pursuant to one or more Form S-3 shelf registration statements, net of all costs and expenses (including attorney’s fees) incurred in connection therewith, and include any cash proceeds raised pursuant to and in accordance with the At Market Issuance Sales Agreement dated February 4, 2022 among the Company, B. Riley Securities, Inc. and Needham & Company, LLC.
The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | First Amendment to Loan and Security Agreement dated February 4, 2022 by and between GTY Technology Holdings Inc. and Clover Private Credit Opportunities Origination II L.P. | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded in 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.
| GTY TECHNOLOGY HOLDINGS INC. | |||
| By: | /s/ Jon C. Bourne | ||
| Name: | Jon C. Bourne | ||
|
Title: |
Executive Vice President, General Counsel and Secretary |
||
Dated: February 7, 2022
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