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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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 May 21, 2024, Micro Engineering, Inc., a wholly owned subsidiary of Solitron Devices, Inc. (the “Company”) purchased the property and facilities occupied by the Company, located at 401 Roger Williams Road, Apopka, Florida (the “Micro Property”), for a purchase price of $1,750,000. Micro Engineering, Inc. previously occupied the Micro Property under a commercial lease agreement dated September 1, 2023, which provided the Company with an option to purchase the Micro Property for $1,750,000 at any time before the six month anniversary of the lease agreement. In addition, on May 21, 2024, the Company entered into a Loan Agreement with Bank of America, N.A. (“BOA”) with respect to the Company’s acquisition of the Micro Property. The Loan Agreement is (1) evidenced by a Promissory Note issued by the Company in favor of BOA in the principal amount of $1,400,000 and (2) secured by the Micro Property and certain related assets and rights pursuant to a Mortgage, Assignment of Rents, Security Agreement and Fixture Filing between BOA and Micro Engineering. The Micro Property is subject to the Mortgage, Assignment of Rents, Security Agreement and Fixture Filing. Furthermore, Micro Engineering guaranteed the Company’s obligations under the Promissory Note pursuant to a Continuing and Unconditional Guaranty.
Pursuant to the loan documentation, BOA has advanced $1,400,000 to the Company for the purchase of the Micro Property. The Company agreed to pay installments of principal and interest in the amount of $10,444.14 on the first day of each month, commencing on July 1, 2024, and continuing on the same day of each calendar month thereafter, through May 1, 2034. The Company agreed to pay all remaining outstanding principal, together with all then accrued and unpaid interest, on May 31, 2034. The outstanding principal amount of the loan may be prepaid at any time with accrued interest and the interest payment that would have accrued through the term of the loan with respect to the prepayment amount. The loan is scheduled to mature on May 31, 2034. Interest on the outstanding principal amount of the loan is payable monthly at the annual rate equal to 6.39% per annum.
The Company and Micro Engineering made certain representations and warranties in connection with the loan and are required to comply with various covenants, reporting requirements and other customary requirements, including negative covenants against changes in the Company’s management or capital structure and entering into certain enumerated transactions or actions. The loan documentation contains customary events of default, including the Company’s failure to make principal, interest or other payments when due; the failure of the Company or Micro Engineering to observe or perform their respective covenants under the loan documentation; a breach of the representations and warranties of the Company or Micro Engineering; the insolvency or bankruptcy of the Company or Micro Engineering; and any judgement or award entered against the Company or Micro Engineering in excess of $250,000. Upon the occurrence and during the continuance of an event of default, BOA may declare the outstanding principal amount and all other obligations under the loan immediately due and payable. The Company incurred customary costs and expenses and paid certain fees to BOA in connection with the loan.
The foregoing description of the loan documentation is a summary only and does not purport to be complete, and is qualified in all respects by the provisions of the loan documentation Copies of the Loan Agreement, Promissory Note and Mortgage, Assignment of Rents, Security Agreement and Fixture Filing are attached hereto as Exhibits 10.1 through 10.3 and are incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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| Loan Agreement dated May 21, 2024 between Bank of America, N.A. and Solitron Devices, Inc. | |
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| Continuing and Unconditional Guaranty by Micro Engineering, Inc. dated May 21, 2024 | |
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| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Certain schedules and other attachments have been omitted. The Company undertakes to furnish the omitted schedules and attachments to the Securities and Exchange Commission upon request.
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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.
| SOLITRON DEVICES, INC. |
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May 24, 2024 | By: | /s/ Tim Eriksen |
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| Tim Eriksen |
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| Chief Executive Officer and Chief Financial Officer |
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