INC. (NASDAQ:INCR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
SPA-Letter Agreement dated June 22, 2021
As previously reported, the Company and Unique Logistics Holdings, Limited, a Hong Kong company (“ULHK”) entered into that certain Securities Purchase Agreement, dated May 29, 2020 (the “SPA”). to terms of the SPA, subject to the obtaining of required board and shareholder approvals and the satisfactory completion by the Company of a diligence review of the books, records and financial statements of each of (i) Unique Logistics International (North and East China) Company Limited and Affiliated companies of Unique Logistics International (North and East China) Company Limited operating in North East China and Taiwan (collectively, “UL China”), and (ii) Unique Logistics International India (Private) Limited (“UL India”), within 12 months of the Closing Date (the “Purchase Period”), the Company will acquire ULHK’s 50% interest in UL China and 65% interest in UL India (the “Acquisitions”) with a purchase price based on the a certain valuation of EBITDA multiples as discussed in the SPA for 2017, 2018 and 2019 (the “EBITDA Evaluation Period”). On June 22, 2021, the Company and ULHK entered into a Letter Agreement (the “SPA-Letter Agreement”) to which the Company and ULHK agreed to amend the SPA extending the Purchase Period (as defined in the SPA) to December 31, 2021. In addition to the Purchase Period extension, the parties to the SPA-Letter Agreement changed the EBITDA Evaluation Period to 2018, 2019, and 2020. All other terms and conditions not amended by the SPA will remain in full force and effect.
The foregoing summary of the SPA-Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the SPA-Letter Agreement, a copy of which is filed hereto as Exhibit 10.1, and is incorporated herein by reference.
Addendum to Recourse Factoring and Security Agreement
As previously reported, Unique Logistics International, Inc., a Nevada corporation (the “Company”), Unique Logistics Holdings, Inc., a Delaware corporation (“Holdings”), Unique Logistics International (NYC), LLC, a Delaware limited liability company (“New York”), Unique Logistics International (BOS), Inc., a Massachusetts corporation (“Boston” and, together with the Company, Holdings and New York, collectively, “Seller”), entered into a Revolving Purchase, Loan and Security Agreement (the “TBK Agreement”) dated as of June 1, 2021, with TBK BANK, SSB, a Texas State Savings Bank (“Purchaser”), for a facility under which Purchaser will, from time to time, buy approved receivables from the Seller. The TBK Agreement provides for Seller to have access to the lesser of (i) $30 million (“Maximum Facility”) and (ii) the Formula Amount (as defined in the TBK Agreement) at an interest rate of the highest prime rate (but in no event less than 3.25%) plus 3%.
As previously reported, the TBK Agreement replaced the Company’s prior recourse factoring and security agreement with Corefund Capital, LLC (“Core”) entered into on May 29, 2020 (the “Prior Agreement”), to which Core agreed to purchase from the Company up to an aggregate of $25,000,000 of accounts receivables (the “Core Facility”). The Core Facility provided Core with security interests in purchased accounts until the accounts was repurchased by the Company or paid by the customer. As of June 1, 2021, the Core Facility was terminated along with all security interests granted to Core and was replaced with the TBK Agreement.
Effective June 17, 2021, the Company and Core amended the Prior Agreement (the “Addendum”) rescinding the Company’s termination notice of the Prior Agreement. The Addendum provides for a credit line of $2,000,000.00 with no term and no early termination fee which is in addition to the facility provided under the TBK Agreement. to the Addendum, the Company and Core agreed that Core would refile a UCC lien on the Company. The UCC lien will include the following collateral: all seller’s assets now owned and hereafter acquired accounts; chattel paper; deposit accounts; contract rights; letter of credit rights; instruments; payment and general intangibles; goods; inventory; insurance proceeds; equipment and fixtures; investment property; and all books and records relating to all of the foregoing property, including without limitation, all computer programs; and all proceeds of the foregoing. All other terms and conditions not amended by the Addendum will remain in full force and effect.
The foregoing summary of the Addendum does not purport to be complete and is qualified in its entirety by reference to the full text of the Addendum, a copy of which is filed hereto as Exhibit 10.2, and is 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 applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
UNIQUE LOGISTICS INTERNATIONAL INC Exhibit
EX-10.1 2 f8k062321_ex10z1.htm EXHIBIT 10.1 ADDENDUM TO RECOURSE FACTORING AND SECURITY AGREEMENT Exhibit 10.2 SPA-Letter Agreement dated June 22,…
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About INC. (NASDAQ:INCR)
INC Research Holdings, Inc. is a global contract research organization (CRO). The Company is focused on Phase I to Phase IV clinical development services for the biopharmaceutical and medical device industries. The Company operates through two segments: Clinical Development Services and Phase I Services. The Company’s Clinical Development Services segment offers all clinical development services, including full-service global studies, as well as ancillary services, such as clinical monitoring, investigator recruitment, patient recruitment, data management, study reports to assist customers with their drug development process, quality assurance audits and specialized consulting services. The Company’s Phase I Services segment focuses on clinical development services for Phase I trials, which include scientific exploratory medicine, first-in-human studies through proof-of-concept stages and support for Phase I studies in established compounds.