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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/24/23 Optex Systems Holdings Inc. 8-K:1,2,9 3/22/23 11:455K M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size
1: 8-K Current Report HTML 41K
2: EX-10.1 Material Contract HTML 167K
6: R1 Cover HTML 40K
9: XML IDEA XML File -- Filing Summary XML 12K
7: XML XBRL Instance -- form8-k_htm XML 14K
8: EXCEL IDEA Workbook of Financial Reports XLSX 8K
4: EX-101.LAB Inline XBRL Taxonomy Extension Label Linkbase XML 96K
Document -- opxs-20230322_lab
5: EX-101.PRE Inline XBRL Taxonomy Extension Presentation XML 64K
Linkbase Document -- opxs-20230322_pre
3: EX-101.SCH Inline XBRL Taxonomy Extension Schema Document -- XSD 13K
opxs-20230322
10: JSON XBRL Instance as JSON Data -- MetaLinks 25± 34K
11: ZIP XBRL Zipped Folder -- 0001493152-23-008924-xbrl Zip 54K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i March 22, 2023
i OPTEX SYSTEMS HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
| i Delaware | i 001-41644 | i 90-0609531 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS
Employer Identification No.) |
| i 1420 Presidential Drive, i Richardson, i TX | i 75081-2439 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: i (972) i 644-0722
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| None |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| i ☐ | Emerging growth company |
| ☐ | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act. |
Item 1.01 Entry Into a Material Definitive Agreement.
On March 22, 2023, Optex Systems Holdings, Inc., a Delaware corporation (the “Company”), and its subsidiary, Optex Systems, Inc. (“Optex”, and with the Company, the “Borrowers”), entered into a Business Loan Agreement (the “Loan Agreement”) with Texas Capital Bank (the “Lender”), pursuant to which the Lender will make available to the Borrowers a revolving line of credit in the principal amount of $3 million (the “Credit Facility”). The commitment period for advances under the Credit Facility is twenty-six months expiring on May 22, 2025. We refer to the expiration of that time period as the “Maturity Date.” Outstanding advances under the Credit Facility will accrue interest at a rate equal to the secured overnight financing rate (SOFR) plus a specified margin, subject to a specified floor interest rate. The interest rate is currently at 7.501% per annum.
The Loan Agreement contains customary events of default (including a 25% change in ownership) and negative covenants, including but not limited to those governing indebtedness, liens, fundamental changes (including changes in management), investments, and restricted payments (including cash dividends). The Loan Agreement also requires the Borrowers to maintain a fixed charge coverage ratio of at least 1.25:1 and a total leverage ratio of 3.00:1. The Credit Facility is secured by substantially all of the operating assets of the Borrowers as collateral. The Borrowers’ obligations under the Credit Facility are subject to acceleration upon the occurrence of an event of default as defined in the Loan Agreement. The Loan Agreement further provides for a $125,000 Letter of Credit sublimit.
The foregoing summary of the Loan Agreement and the transactions contemplated thereby is qualified in its entirety by reference to the text of such agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
The Credit Facility replaced the existing $2 million line of credit with PNC Bank, National Association under the Amended and Restated Loan Agreement dated as of April 15, 2022 between the Borrowers and PNC Bank (the “PNC Loan Agreement”).
Item 1.02 Termination of a Material Definitive Agreement.
On March 22, 2023, in connection with entering into the Loan Agreement as disclosed in Item 1.01, the Company terminated the PNC Loan Agreement, and the indebtedness thereunder was repaid in full. The Company did not incur any termination penalties in connection with the early termination of the PNC Loan Agreement.
A description of the material terms and conditions of the PNC Loan Agreement is incorporated herein by reference to Item 1.01 of the Company’s Current Report on Form 8-K filed on April 18, 2022 and Item 1.01 of the Company’s Current Report on Form 8-K filed on November 28, 2022.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
As described in Item 1.01 above, on March 22, 2023, the Company entered into a new revolving credit facility. The terms of the Credit Facility disclosed in Item 1.01 are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits: | |
| 10.1 | Business Loan Agreement dated as of March 22, 2023 by and among Optex Systems Holdings, Inc., Optex Systems, Inc., and Texas Capital Bank (including Note) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Optex Systems Holdings, Inc. | ||
| (Registrant) | ||
| By: | /s/ Karen Hawkins | |
| Karen Hawkins | ||
| Title: | Chief Financial Officer | |
Date: March 24, 2023
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 5/22/25 | ||||
| Filed on: | 3/24/23 | |||
| For Period end: | 3/22/23 | |||
| 11/28/22 | 8-K | |||
| 4/18/22 | 8-K | |||
| 4/15/22 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/18/23 Optex Systems Holdings Inc. 10-K 10/01/23 77:8M M2 Compliance LLC/FA 5/16/23 Optex Systems Holdings Inc. 10-Q 4/02/23 51:5.4M M2 Compliance LLC/FA |