Item 1.01. Entry into a Material Definitive Agreement
On
Pursuant to the Amended Loan Agreement,
Interest accrued under the Amended Loan Agreement is due monthly, and the Company is required to make monthly interest-only payments related to the term loan through the eighteen (18) month anniversary of the date of the agreement. Outstanding principal amounts of the term loan will be amortized from the nineteen (19) month anniversary of the agreement date through the maturity date. Once repaid, a Term Advance may not be reborrowed.
The Amended Loan Agreement may also require early repayments if certain conditions are met. The Amended Loan Agreement is secured by substantially all of the assets of the Company, its subsidiaries, and certain of its affiliates.
The Amended Loan Agreement includes financial covenants regarding the ratio of EBITDA (as defined in the Amended Loan Agreement) to forecasted debt service payments and the ratio of total borrowings to EBITDA.
The Amended Loan Agreement also includes customary negative covenants, subject to exceptions, which limit transfers, capital expenditures, indebtedness, certain liens, investments, acquisitions, dispositions of assets, restricted payments and the business activities of the Company, as well as customary representations and warranties, affirmative covenants and events of default, including cross defaults and a change of control default.
The information set forth above in this Item 1.01 does not purport to be complete in scope and is qualified in its entirety by the full text of the Amended Loan Agreement, attached to this Current Report as Exhibit 10.1, which is incorporated into this Item 1.01 by reference.
Item 1.02. Termination of a Material Definitive Agreement
On
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Item 2.02. Results of Operations and Financial Condition
On
The Registrant's preliminary results of operations are based on information currently available to management and are subject to finalization of the Registrant's standard financial and accounting quarter and year end close and review procedures, including a review by the Registrant's Independent Auditor and the filing of the annual Form 10-K.
The Registrant is furnishing the information contained in this Report, including
Exhibit 99.1, pursuant to Item 2.02 of Form 8-K promulgated by the
Item 2.03. Creation of a Direct Financial Obligation
See Item 1.01 above, which is incorporated herein by reference, for a discussion of the creation of the direct financial obligations of the Amended Loan Agreement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Document 10.1 Amended and Restated Loan and Security Agreement, dated as ofOctober 28, 2022 , betweenWestern Alliance Bank andZedge, Inc. 99.1 Preliminary Earnings Release, datedNovember 1, 2022 , reporting the preliminary results of operations forZedge, Inc.'s fourth fiscal quarter and fiscal year endedJuly 31, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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