UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On October 25, 2022, Fast Radius Operations, Inc., a Delaware corporation (“Fast Radius Operations”) and wholly owned subsidiary of Fast Radius, Inc., a Delaware corporation (the “Company”), and United Parcel Service General Services Co., a Delaware corporation (“UPS”), entered into the Termination Agreement (defined below). The disclosure included under Item 1.02 below is incorporated herein by reference.
On October 31, 2022, the Company entered into (i) a Third Amendment to Loan and Security Agreement (the “SVB Amendment”) with Silicon Valley Bank (“SVB”), which, among other things, amended that certain Loan and Security Agreement, dated as of December 29, 2020 (as amended, the “SVB Credit Agreement”), by and between Fast Radius Operations and SVB and (ii) a Third Amendment to Loan and Security Agreement (the “SVB Capital Amendment” and, together with the SVB Amendment, the “Amendments”) with SVB Innovation Credit Fund VIII, L.P. (“SVB Capital”), which, among other things, amended that certain Loan and Security Agreement, dated as of September 10, 2021 (as amended, the “SVB Capital Credit Agreement” and, together with the SVB Credit Agreement, the “Credit Agreements”), by and between Fast Radius Operations and SVB Capital.
The Amendments amended the Credit Agreements to, among other things, defer the payment of principal otherwise due under the Credit Agreements on November 1, 2022, in the aggregate amount of $2,627,777.78. If the Company achieves certain specified milestones (the “Milestones”), the payment of principal otherwise due under the Credit Agreements on December 1, 2022, in the aggregate amount of $2,627,777.78 will be deferred until January 1, 2023, at which time the Company will be required to make monthly payments of principal (including the deferred principal) in the aggregate amount of $3,802,777.78 plus accrued but unpaid interest through the maturity dates under the Credit Agreements. If the Company does not achieve the Milestones, then commencing on December 1, 2022, the Company will be required to make monthly payments of principal (including the deferred principal) in the aggregate amount of $3,097,777.78 plus accrued but unpaid interest. The Amendments also revised the maturity dates under the Credits Agreement from April 3, 2023 (under the SVB Capital Credit Agreement) and December 1, 2024 (under the SVB Credit Agreement), in each case to the earlier of (a) April 3, 2023, or (b) December 23, 2022, in the event the Milestones are achieved.
The foregoing description of the Amendments does not purport to be complete and is qualified in its entirety by the terms and conditions of the Amendments, which will be filed as exhibits to the Company’s Annual Report on Form 10-K for the period ending December 31, 2022.
| Item 1.02 | Termination of a Material Definitive Agreement. |
On October 25, 2022, Fast Radius Operations and UPS entered into a Termination Agreement (the “Termination Agreement”) pursuant to which the parties mutually agreed to terminate that certain Amended and Restated Discount Agreement, dated as of March 21, 2019, by and between Fast Radius Operations and UPS (as amended, the “Discount Agreement”), with such termination effective as of October 25, 2022.
Under the Discount Agreement, Fast Radius Operations had agreed to compensate UPS in the form of equity royalties or a quarterly cash payment equal to six percent (6%) of Fast Radius Operations’ gross revenues up to an aggregate cumulative maximum of approximately $7.6 million in exchange for UPS agreeing to exclusively promote Fast Radius Operations in its sales and marketing efforts as UPS’s exclusive on-demand manufacturing partner. UPS also owns in excess of 10% of the Company’s outstanding common stock. As of June 30, 2022, the Company recognized $3.4 million as a related party accrued liability on its condensed consolidated balance sheet in respect of the Discount Agreement.
Pursuant to the Termination Agreement and in settlement of all past and future liabilities that would have been owed under the Discount Agreement, Fast Radius Operations will transfer and convey to UPS an amount equal to $1.5 million within three days after the consummation of any sale of (i) all or a majority of the equity of Fast Radius Operations or (ii) all or a majority of Fast Radius Operations’ assets. The Termination Agreement also included a mutual release, pursuant to which Fast Radius Operations and UPS each released the other from any claims and liabilities under the Discount Agreement.
The Termination Agreement does not affect any other agreements between Fast Radius Operations and UPS, including the Company’s lease with UPS at their Worldport facility in Louisville, Kentucky.
The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Termination Agreement, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the period ending December 31, 2022.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit |
Description | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |
SIGNATURES
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 thereunto duly authorized.
| Fast Radius, Inc. | ||||
| Date: October 31, 2022 | By: | /s/ Lou Rassey | ||
| Lou Rassey | ||||
| Chief Executive Officer | ||||