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EX-10.1 - FOURTH AMENDMENT, DATED APRIL 21, 2021, TO BUSINESS LOAN AGREEMENT - NANOPHASE TECHNOLOGIES Corpex10-1.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): April 21, 2021 (April 21, 2021)

 

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 April 21, 2021, Nanophase Technologies Corporation (the “Company”) entered into the Fourth 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 changes the terms of both the Company’s asset-based revolving loan facility (the “Revolver Facility”), and the secured advance (“Term Loan”) under the Business Loan Agreement. The maximum borrowing amount under the Revolver Facility increases from $4,000,000 to $6,000,000, 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 under the Revolver Facility is due from March 31, 2022 to March 31, 2023, and reduces interest on related outstanding borrowings from the prime rate plus 3%, with an 8.25% minimum floor, to the prime rate plus 2%, with no minimum rate floor. The Term Loan was increased from $500,000 to $1,000,000, and its fixed interest rate was reduced from 8.25% per year to 5.25% per year. The maturity date of the term loan, as previously amended, remains March 31, 2022. Both the Revolver Facility and the Term Loan are 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 2.03Creation 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
  
10.1Fourth Amendment, dated April 21, 2021, 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: April 21, 2021

 

  NANOPHASE TECHNOLOGIES CORPORATION
   
   
  By: /s/ JESS JANKOWSKI  
    Name:    Jess Jankowski
    Title:      Chief Executive Officer