Item 5. Other Information
ITEM 5. OTHER INFORMATION
In October 2024, in connection with a required increase to a standby letter of credit associated with the Company’s real estate lease for offices located at 1333 Broadway, Robert W. D’Loren, Chairman and Chief Executive Officer of the Company, provided a personal guarantee to the financial institution providing such letter of credit, in order to satisfy a portion of the associated collateral requirements for the letter of credit.
In connection with the refinancing of the Company’s term loan debt in December 2024, IPX Capital, LLC (“IPX”), a company controlled by Mr. D’Loren, purchased a 12.5% undivided, last-out, subordinated participation interest in a portion of the new term loan debt for a purchase price of $500,000. As part of this refinancing transaction, IPX also received 153,333 warrants to purchase shares of the Company’s common stock, with such warrants having an exercise price of $0.6315 per share, being immediately exercisable, and expiring on December 12, 2034.
Also, in October 2024, IPX made a $250,000 non-interest-bearing advance to one of the Company’s subsidiaries, of which $200,000 was repaid to IPX upon the closing of the December 2024 debt refinancing transaction.
ITEM 6. EXHIBITS
The following exhibits are filed herewith:
31.1 Rule 13a-14(a)/15d-14(a) Certification (CEO)
31.2 Rule 13a-14(a)/15d-14(a) Certification (CFO)
32.1 Section 1350 Certification (CEO) *
32.2 Section 1350 Certification (CFO) *
101.INS Inline XBRL Instance Document
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definitions Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
* Furnished herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: December 20, 2024
By:
/s/ Robert W. D’Loren
Name: Robert W. D’Loren
Title: Chairman and Chief Executive Officer
By:
/s/ James F. Haran
Name: James F. Haran
Title: Chief Financial Officer and Vice President
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