Attached files
file | filename |
---|---|
EX-10.1 - PROMISSORY NOTE - SOLITRON DEVICES INC | sodi_ex101.htm |
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): July 21,
2020
Solitron
Devices, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
|
001-04978
|
22-1684144
|
(State or other
jurisdiction of
incorporation)
|
(Commission File
Number)
|
(IRS
Employer Identification
No.)
|
3301
Electronics Way, West Palm Beach, Florida
|
33407
|
(Address of
principal executive offices)
|
(Zip
Code)
|
Registrant's
telephone number, including area code (561) 848-4311
N/A
(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 July 21, 2020, Solitron Devices, Inc. (the
“Company”) executed a promissory note in favor of Bank
of America, N.A. (the "Lender") for an unsecured $807,415 loan
under the Paycheck Protection Program (the “PPP Loan”).
The Company received the proceeds of the PPP Loan on July 23,
2020.
The Paycheck Protection Program (or “PPP”) was
established under the Coronavirus Aid, Relief, and Economic
Security Act (the “CARES Act”) and is administered by
the U.S. Small Business Administration.
The interest rate on the PPP Loan is 1.00%, which shall be deferred
for the first six months of the term of the loan but interest will
continue to accrue during such time. The PPP Loan will mature on
July 21, 2025. The PPP Loan is non-recourse and unsecured. The
promissory note evidencing the PPP Loan contains customary events
of default relating to, among other things, bankruptcy, insolvency,
dissolution, payment defaults, breach of representations and
warranties, failure to provide the Lender with financial
information requested, and the Lender in good faith believes that
the prospect of payment by the Company of the PPP Loan is impaired.
The PPP Loan may be accelerated upon the occurrence of an event of
default. Under the terms of the CARES Act, PPP Loan recipients can
apply for and be granted forgiveness for all or a portion of loans
granted under the PPP. The Company intends to use the loan proceeds
for payroll costs, including payments required to continue group
health care benefits, and mortgage interest, rent or utility costs
and the maintenance of employee and compensation levels. No
assurance is provided that the Company will obtain forgiveness of
the PPP Loan in whole or in part.
The foregoing descriptions of the Promissory Note do not purport to
be complete and are qualified in their entirety by reference to the
full text of the Promissory Note attached to this report on Form
8-K as Exhibit 10.1 and incorporated herein by
reference.
Forward-Looking Statements
This Form 8-K contains forward-looking statements that are made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Actual results could differ
materially. Investors are warned that forward-looking statements
involve risks and unknown factors including, but not limited to:
our expectations regarding the potential impacts on our operations
of the COVID-19 pandemic; our expectations regarding the use of the
PPP Loan proceeds; our ability to obtain forgiveness of the PPP
Loan in whole or in part; potential impacts on our supply chain and
on our customers of the COVID-19 pandemic; overall changes in
governmental spending for military and space programs; customer
cancellation or rescheduling of orders, problems affecting delivery
of vendor-supplied raw materials and components, unanticipated
manufacturing problems and availability of direct labor
resources.
The Company does not intend to update the forward-looking
statements contained herein, except as may be required by
law.
Item
2.03
Creation
of a Direct Financial Obligation or an Obligation under an Off
Balance Sheet Arrangement of a Registrant.
The disclosure in Item 1.01 and Exhibit 10.1 of this report on Form
8-K are incorporated herein by reference.
Item
9.01
Financial
Statements and Exhibits.
(d) Exhibits
10.1
Promissory Note, dated July 21, 2020, by and between Solitron
Devices, Inc. and Bank of America.
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.
|
SOLITRON
DEVICES, INC.
|
|
|
|
|
|
|
Date: July 27,
2020
|
By:
|
/s/ Tim Eriksen
|
|
|
|
Tim Eriksen
|
|
|
|
Chief Executive
Officer and Interim Chief Financial Officer
|
|