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 23, 2020 (December 23, 2020)
NANOPHASE TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 0-22333 | 36-3687863 |
| (State or other | (Commission | (IRS Employer |
| jurisdiction of | File Number) | Identification No.) |
| incorporation) |
1319 Marquette Drive, Romeoville, Illinois 60446
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (630) 771-6700
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 (see General Instruction A.2. below):
☐ 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 the 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 | Trading Symbol(s) | Name of each exchange on which registered |
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 | Entry into a Material Definitive Agreement. |
On December 23, 2020, Nanophase Technologies Corporation (the “Company”) entered in to the Third Amendment (the “Amendment”) to the Business Loan Agreement, dated November 19, 2018 (the “Business Loan Agreement”), between the Company and Beachcorp, LLC. Beachcorp, LLC is an affiliate of Mr. Bradford T. Whitmore, who beneficially owns a majority of the Company’s common stock and is the brother of Ms. R. Janet Whitmore, a director of the Company and the chair of the Company’s board of directors. Mr. Whitmore is also a direct lender to the Company under the 2% Secured Convertible Promissory Note, dated November 20, 2019, made by the Company in favor of Mr. Whitmore in the principal amount of $2,000,000, which principal amount is due on May 15, 2024 (unless earlier converted into shares of the Company’s common stock) and which accrues interest at the rate of 2.0% per year.
The Amendment increases the maximum borrowing amount under the Company’s asset-based revolving loan facility under the Business Loan Agreement (the “Revolver Facility”) from $2,750,000 to $4,000,000, with a borrowing base consisting of qualified accounts receivable of the Company. The Amendment also extends the date for which all principal and accrued interest is due from March 31, 2022 to March 31, 2022. The outstanding borrowings under the Revolver Facility accrue interest at the prime rate plus 3% (8.25% minimum) per year. The Revolver Facility is secured by all the unencumbered assets of the Company and subordinated to the Company’s revolving line of credit with Libertyville Bank & Trust.
This Item 1.01 is qualified in its entirety by reference to the complete text of the Amendment, which is filed as an exhibit to this current report on Form 8-K.
| Item 2.03 | Creation of a Direct Financial Obligation. |
Item 1.01 of this current report on Form 8-K is incorporated into this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit | Description |
| 10.1 | Third Amendment, dated December 23, 2020, to Business Loan Agreement between Nanophase Technologies Corporation and Beachcorp, LLC |
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 hereunto duly authorized.
Dated: December 23, 2020
| NANOPHASE TECHNOLOGIES CORPORATION | |||
| By: | /s/ | JESS JANKOWSKI | |
| Name: | Jess Jankowski | ||
| Title: | Chief Executive Officer | ||
NANOPHASE TECHNOLOGIES CORPORATION 8-K
Exhibit 10.1
THIRD AMENDMENT TO BUSINESS LOAN AGREEMENT
This Third Amendment is dated as of December 23, 2020 and is by and between NANOPHASE TECHNOLOGIES CORPORATION, a Delaware corporation (“Borrower”) in favor of BEACHCORP, LLC, a Delaware limited liability company (“Lender”) and amends that certain Business Loan Agreement dated as of November 19, 2018 ( as amended, “Loan Agreement”) between Borrower and Lender (the “Loan Agreement”).
1.
Borrower and Lender hereby agree to amend the Loan Agreement as follows:
| (a) | Section 1.1(b) is hereby amended by substituting the date “March 31, 2022” for the date “March 31, 2021”. |
(b)
Section 1.1(c) is hereby amended by substituting the amount “$4,000,000.00” for the amount “$2,750,000.00”.
(c)
Section 7.1 is hereby amended by amending the definition of “Revolving Maturity Date” in its entirety to read as follows:
“Revolving Maturity Date. The words “Revolving Maturity Date” mean “March 31, 2022.”
(d)
Section 7.1 is hereby amended by amending the definition of “Revolving Note” in its entirety to read as follows:
“Revolving Note. The words “Revolving Note” mean the Replacement Promissory Note (Revolving Note) from Borrower to Lender dated as of December 23, 2020 in the principal amount of $4,000,000.00, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for such promissory note.”
2.
Borrower represents to the Lender that it has no defenses, setoffs, claims or counterclaims of any kind or nature whatsoever against Lender in connection with the Loan Agreement or any Related Documents (as defined therein (collectively with the Loan Agreement, the “Loan Documents”), and any amendments to said documents or any action taken or not taken by the Lender with respect thereto or with respect to the collateral. Without limiting the generality of the foregoing, Borrower hereby releases and forever discharges Lender, its affiliates, and each of its officers, managers, agents, employees, attorneys, insurers, successors and assigns, from any and all liabilities, or causes of action, known or unknown, arising out of any action or inaction with respect to the Loan Documents.
3.
Except as modified hereby, the Loan Agreement is hereby ratified and affirmed in all respects.
| NANOPHASE TECHNOLOGIES CORPORATION | BEACHCORP, LLC | |||
| By: | /s/ Jess Jankowski | By: | /s/ Bradford T. Whitmore | |
| Jess Jankowski | Bradford T. Whitmore | |||
| President & Chief Executive Officer | Manager | |||
Acknowledged:
| SOLESENCE, LLC | |||
| By: | /s/ Jess Jankowski | ||
| Name: | Jess Jankowski | ||
| Its: | President & Chief Executive Officer | ||