Item 1.01 Entry into a Material Definitive Agreement
On
Proceeds from the Credit Agreement are designated to complete the build-out of a
new cultivation and processing facility in
Principal, Security, Interest and Prepayments
The Credit Agreement provides for
The Credit Agreement provide the Borrowers with the right, subject to specified limitations, to (a) incur seller provided debt in connection with future acquisitions, (b) incur additional mortgage financing from third-party lenders secured by real estate currently owned and acquired after the closing date, and (c) to incur additional debt in connection with equipment leasing transactions.
The obligations under the Credit Agreement are secured by substantially all of the assets of the Borrowers, excluding specified parcels of real estate and other customary exclusions.
The Credit Agreement provides for a floating annual interest rate equal to the prime rate then in effect plus 5.75%, which rate may be increased by 3.00% upon an event of default or 7.50% upon a material event of default as provided in the Credit Agreement.
At any time, the Company may voluntarily prepay amounts due under the facility
in
Representations, Warranties, Events of Default and Certain Covenants
The Credit Agreement includes customary representations and warranties and customary events of default, including, without limitation, payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to material indebtedness, and events of bankruptcy and insolvency.
The Credit Agreement also includes customary negative covenants limiting the Borrowers' ability to incur additional indebtedness and grant liens that are otherwise not permitted, among others. Additionally, the Credit Agreement requires the Borrowers to meet certain financial tests.
The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement and the Form of Promissory Note, which are attached hereto as Exhibits 10.1 and 4.2, respectively, and are incorporated herein by reference.
Warrant Issuance
The Credit Agreement provides for 30% warrant coverage against amounts funded
under the facility, priced at a 20% premium to the trailing 20-day average price
on the closing date of each such funding. At the initial closing, upon funding
of the initial
--------------------------------------------------------------------------------
The foregoing description of the Warrant does not purport to be complete and is qualified in its entirety by reference to the full text of the Form of Common Stock Purchase Warrant, which is attached hereto as Exhibits 4.1, 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 the Registrant.
The 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 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 4.1 Form of Common Stock Purchase Warrant, datedJanuary 24, 2023 , issued byMariMed Inc. to the Lenders . 4.2 Form of Promissory Note, datedJanuary 24, 2023 , issued by the Borrowers to the Lenders . 10.1 Loan and Security Agreement, dated as ofJanuary 24, 2023 , by and amongMariMed Inc. , certain subsidiaries ofMariMed Inc. from time-to-time party thereto, certain lenders from time-to-time party thereto, andChicago Atlantic Admin, LLC , aDelaware limited liability company, as administrative agent for the lenders . 99.1 Press release, datedJanuary 24, 2023 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). **********
--------------------------------------------------------------------------------
© Edgar Online, source