Hickok Incorporated (OTCMKTS:HICKA) Files An 8-K Entry into a Material Definitive Agreement

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Hickok Incorporated (OTCMKTS:HICKA) Files An 8-K Entry into a Material Definitive Agreement

Hickok Incorporated (OTCMKTS:HICKA) Files An 8-K Entry into a Material Definitive Agreement
Item 2.03 Entry into a Material Definitive Agreement

Amendment No. 7 to Convertible Loan Agreement. On December 28, 2018, Hickok Incorporated (the “Company”) and Roundball LLC, an Ohio limited liability company (“Roundball”), entered into Amendment No. 7 (“Amendment No. 7 to the Convertible Loan Agreement”) to Convertible Loan Agreement, which modifies that certain Convertible Loan Agreement (the “Convertible Loan Agreement”), dated December 30, 2011, between the Company, Roundball, the Aplin Family, and, solely with respect to Section 3 thereof, Robert L. Bauman.

Under the terms of the original Convertible Loan Agreement, Roundball was provided with the right, exercisable at its option, to cause the Company to borrow up to $466,879.88 from Roundball (the “Roundball Option”). Amendment No. 1 to the Convertible Loan Agreement provided the Company with the right to cause Roundball to lend up to $250,000 to it, less any amounts outstanding under the Roundball Option (the “Borrower Option”), under a convertible note issued by the Company to Roundball (the “Borrower Option Note”) on the terms and conditions applicable to any borrowings that may be made under the terms of the Convertible Loan Agreement to Roundball’s exercise of the Roundball Option. The Roundball Option and the Borrower Option were set to expire on December 30, 2018 to Amendment No. 6 to the Convertible Loan Agreement. The description of the Convertible Loan Agreement, including Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, and Amendment No. 6 thereto, set forth in the Company’s Reports on Form 8-K dated December 30, 2011, December 30, 2012, December 30, 2013, December 31, 2014, December 30, 2015, December 20, 2016, and December 29, 2017, respectively, are hereby incorporated herein by reference.

Amendment No. 7 to the Convertible Loan Agreement amends the existing Convertible Loan Agreement to, among other things, (i) extend the term of the Roundball Option until December 30, 2019, (ii) extend the term of the Borrower Option until December 30, 2019, and (iii) modify the terms of the Lender Conversion Option (as defined in the Convertible Loan Agreement) so as to reflect the extensions described in items (i) and (ii), above; and (iv) to expand the rights available to Roundball under the Roundball Option to include the option, exercisable by Roundball in its sole discretion, and subject to requisite shareholder approval thereof and the terms and conditions set forth therein, to purchase up to 75,000 shares of Class B Common Stock of the Company at the Conversion Price. to Amendment No. 7 to the Convertible Loan Agreement, the maturity date for any convertible notes, including the Borrower Option Note issued to the Convertible Loan Agreement, is December 30, 2019.

Amendment No. 4 to Warrant Agreement. On December 28, 2018, in partial consideration of the execution of Amendment No. 7, the Company and Roundball entered into Amendment No. 4 to Warrant Agreement (“Amendment No. 4 to the Warrant Agreement”), which modifies that certain Warrant Agreement (the “Warrant Agreement”), dated December 30, 2012, whereby the Company issued to Roundball warrants to purchase up to 100,000 shares of Class A Common Stock of the Company at an exercise price of $2.50 per Class A Common Share, subject to certain anti-dilution and other adjustments set forth therein. Amendment No. 4 to the Warrant Agreement amends the Warrant Agreement by extending the expiration date for exercising warrants issued by the Company to Roundball thereunder from December 30, 2018 to December 30, 2019.

The description of the Warrant Agreement, including Amendment No. 1, Amendment No. 2, and Amendment No. 3, thereto, set forth in the Company’s Report on Form 8-K dated December 30, 2015, December 20, 2016, and December 29, 2017, respectively, are hereby incorporated herein by reference.

Roundball is an affiliate of Steven Rosen and Matthew Crawford, who are directors of the Company. The foregoing description of Amendment No. 7 to the Convertible Loan Agreement and Amendment No.4 to the Warrant Agreement are qualified in their entirety by reference to the copies thereof which are attached hereto as Exhibits 10.1 and 10.2, respectively, and incorporated by reference in this Item 2.03.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 2.03 is incorporated by reference in this Item 2.03.

Item 2.03 Unregistered Sales of Equity Securities.

to the terms of the Amendments to the Convertible Loan Agreement and Warrant described in Item 2.03 hereof, the Company (i) extended the maturity dates of the Roundball Option and Borrower Option under the Convertible Loan Agreement to December 30, 2019, (ii) extended the expiration date of the warrants issued to Roundball under the Warrant Agreement to December 30, 2019; and (iii) expanded the Roundball Option to include the right of Roundball, exercisable by Roundball in its sole discretion, and subject to requisite shareholder approval thereof and the terms and conditions set forth therein, to purchase up to 75,000 shares of Class B Common Stock of the Company at the Conversion Price (collectively, the “Offering”). If the Roundball Option and Borrower Option are exercised by Roundball and the Company, respectively, in their full respective amounts, then up to 326,489 shares of Common Stock, up to 75,000 of which may, upon the requisite shareholder approval, be shares of Class B Common Stock and the remainder which will be shares of Class A Common Stock, of the Company may be issued in exchange for $466,879.88of indebtedness under such Options. If warrants issued to Roundball under the Warrant Agreement are exercised in full, then up to 100,000 shares of Class A Common Stock of the Company will be issued in the aggregate amount of $250,000.

The securities issued by the Company under the Offering are exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). This exemption was relied upon due to the fact that the transactions contemplated by the Offering does not involve a public offering. The terms of the Warrant Agreement, as amended to date, and the description of Roundball’s conversion rights arising under Amendment No. 7 to the Convertible Loan Agreement, each of which is set forth in Item 2.03 hereof, are hereby incorporated by reference in this Item 2.03.

Item 2.03 Financial Statements and Exhibits.

(d)Exhibits.

HICKOK INC Exhibit
EX-10.1 2 ex_132385.htm EXHIBIT 10.1 ex_132385.htm Exhibit 10.1   AMENDMENT NO. 7 TO CONVERTIBLE LOAN AGREEMENT   THIS AMENDMENT NO. 7 TO CONVERTIBLE LOAN AGREEMENT (this “Amendment”),…
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About Hickok Incorporated (OTCMKTS:HICKA)

Hickok Incorporated develops and manufactures diagnostic equipment used by technicians to test the various electronic systems in automobiles and trucks, and emissions testing equipment specified by various states for testing vehicle emissions. It operates in two segments: indicators and gauges, and automotive diagnostic tools and equipment. Under the Indicators and Gauges segment, the Company develops and manufactures precision indicating instruments used in aircraft, locomotives and other applications. Its Automotive Diagnostic Tools and Equipment segment consists of products designed and manufactured to support the testing or servicing of automotive systems using electronic means to measure vehicle parameters. The Company offers products under various categories, such as brakes/Antilock Braking System (ABS), circuit testers, cooling system, diesel/heavy duty, emissions, engine/drivability, New Generation Star (NGS) products and test/jumper leads.