Ironclad Performance Wear Corporation (OTCMKTS:ICPW) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On August 1, 2017, the Registrant entered into a Forbearance and Modification Agreement with Radians Wareham Holdings, Inc. (“Radians”) to which Radians agreed to forbear, until 12:00 p.m. Central Time on August 7, 2017, from exercising available remedies under that certain Revolving Loan and Security Agreement dated November 28, 2014, originally entered into among Capital One, National Association (“Capital One”), the Registrant and Ironclad Performance Wear Corporation, a California corporation (“Ironclad California”) and wholly-owned subsidiary of the Registrant (as amended to date, the “Loan Agreement”), and related documents (the “Loan Documents”), in connection with the Registrant’s failure to provide materially complete and correct financial statements as required under the Loan Agreement for the fiscal years ended December 31, 2015 and 2016, and for the fiscal quarters ended March 31, June 30 and September 30, 2016 and March 31, 2017, as evidenced by the Registrant’s disclosure that such financial statements should no longer be relied upon due to misstatements resulting from the accounting treatment for certain sale transactions during such periods. Radians acquired the outstanding indebtedness under the Loan Documents from Capital One on July 25, 2017.
In consideration for Radians’ agreement to forbear from exercising available remedies under the Loan Documents the Registrant and Ironclad California (the “Borrowers”) agreed to fully release Radians from existing claims under the Loan Documents, and further agreed to a prepayment fee of $120,000 in the event the Borrowers repay indebtedness under the Loan Documents with financing from a financial or lending institution, or in connection with the acquisition of the Borrowers or their assets by a third party other than Radians and/or its affiliates, provided that the Borrowers will receive a credit for the prepayment fee to the extent the revolving loan is repaid and thereafter Radians and/or its affiliates are party to a transaction acquiring the Borrowers or their assets.
While the Registrant intends to seek a further forbearance from Radians the Registrant can provide no assurance that Radians will agree to such a forbearance or that the terms that Radians will require for such a forbearance will be acceptable to the Registrant.
About Ironclad Performance Wear Corporation (OTCMKTS:ICPW)
Ironclad Performance Wear Corporation (Ironclad) designs and manufactures branded performance work wear for a range of construction, do-it-yourself, industrial, sporting goods and general services markets. The Company designs task-specific technical gloves and performance apparel for performing specific job functions. The Company’s primary products are its task-specific technical gloves. The Company produces and sells over 100 distinct glove types in a variety of sizes and colors, which cater to the specific demands and requirements of industrial, construction, do-it-yourself, and sporting goods consumers, including carpenters, machinists, package handlers, plumbers, welders, roofers, oil and gas workers, mechanics, hunters, gardeners and do-it-yourself users. It offers a line of performance apparel products, which consists of long and short sleeved shirts. The Company’s apparel line also includes performance jackets, pants, shorts, reflective and polo shirts, underwear and tights.