Item 1.01. Entry into a Material Definitive Agreement.
On
The outstanding principal balance of the line of credit bears interest based
upon a 360-day year with interest charged for each day the principal amount is
outstanding including the date of actual payment. The interest rate is a rate
equal to the greater of (a) 7.50% or (b) the sum of the prime rate plus 3.50%.
At closing, the GemCap line of credit was used to pay off CLR's line of credit
balance with
As collateral security for the payment and performance of the obligations, CLR granted and conveyed to GemCap a first priority continuing security interest in and lien upon all owned and hereafter acquired or created property and assets of CLR and the proceeds and products thereof, which property, assets and proceeds, together with all other collateral security for the obligations granted to or otherwise acquired by GemCap, is considered collateral, such as, accounts receivables, inventory, deposit accounts, property and equipment and intangible assets.
The Loan and Security Agreement contains certain financial and nonfinancial
covenants with which the Company must comply to maintain its borrowing
availability and avoid penalties, such as a prohibition on additional
indebtedness and other liens. The Note matures in
The Loan and Security Agreement contains customary representations, warranties, conditions and indemnification obligations of the parties. The representations, warranties and covenants contained in the Loan and Security Agreement were made only for purposes of such agreement and as of a specific date, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.
The foregoing descriptions of the terms of the Loan and Security Agreement, the Note and the Guarantee are qualified in their entirety by reference to the full text of the Loan and Security Agreement, the Note and the Guarantee, copies of which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and 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 information set forth under Item 1.01 above of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed with this Current Report on Form 8-K:
Exhibit Number Description 10.1 Loan and Security Agreement, datedJuly 6, 2022 , by and between CLRRoasters, LLC andGemCap Solutions, LLC 10.2 Secured Promissory Note (Revolving Loans), datedJuly 6, 2022 , by and betweenGemCap Solutions, LLC andCLR Roasters LLC 10.3 Secured Continuing Guarantee, datedJuly 1, 2022 , executed byStephan Wallach andMichelle Wallach , by and betweenGemCap Solutions, LLC andCLR Roasters LLC 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) -2-
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