Item 1.01. Entry into a Material Definitive Agreement.

The information set forth under Item 2.03, "Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant," 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.

On June 15, 2022, WidePoint Corporation (the "Company") entered into a Modification Agreement (the "Modification Agreement") with Atlantic Union Bank to amend its existing $5.0 million working capital credit facility. The Modification Agreement, (i) extends the maturity date of the facility for twelve months to June 15, 2023, (ii) removes the Current Ratio and Interest Coverage Ratio financial covenants, (iii) increases the Tangible Net Worth covenant from $2,000,000 to $6,500,000, (iv) adds a Minimum EBITDA covenant that requires that the Company's Adjusted EBITDA to not be less than $1,000,000.00 on a trailing 12-month basis as of the last day of each quarter and (v) modifies the definition of Borrowing Base.

The description of the Modification Agreement set forth above is qualified by reference to Exhibit 10.1, which is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 17, 2022, the Company held an annual meeting of its stockholders to vote on the following proposals:

Proposal One: The board of directors nominated two director nominees as a Class I directors to serve for a three-year period until the Annual Meeting of Stockholders in the year 2025. In accordance with the voting results listed below, the director nominees were elected to the board of directors.

Nominee For Withheld Broker Non-Votes Jin Kang 2,628,237 385,700 2,538,728 Julia A. Bowen 2,153,289 860,648 2,538,728

Proposal Two: The board of directors selected the accounting firm of Moss Adams LLP as independent accountants for the Company for the fiscal year ending December 31, 2022. The board of directors directed that the appointment of the independent accountants be submitted for ratification by the stockholders at the annual meeting. Therefore, in accordance with the voting results listed below, the appointment of Moss Adams LLP was ratified by the stockholders to serve as the independent registered public accountants for the Company for the current fiscal year ending December 31, 2022.





   For    Against Abstain Broker Non-Votes
5,044,765 171,020 336,779    2,538,728





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Proposal Three: In accordance with Section 14A of the Securities Exchange Act of 1934, as amended, the Company asked stockholders to approve an advisory resolution on executive compensation, commonly referred to as "say on pay". In accordance with the voting results listed below, the advisory resolution on executive compensation was approved.





   For    Against Abstain Broker Non-Votes
2,332,104 626,052 55,680     2,538,728


Item 9.01(d) Financial Statements and Exhibits.

Exhibit Modification Agreement with Access National Bank 10.1 Exhibit Cover Page Interactive Data File (embedded within the inline XBRL 104 document)







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