UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~March~~April 279, 2020

REVOLUTION LIGHTING TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-23590	59-3046866
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
177 Broad Street,
Stamford, Connecticut		06901
(Address of principal executive offices)		(Zip Code)

177 Broad Street, Stamford, Connecticut				06901
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (203) 504-1111

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		TradingSymbol(s)		Name of each ~~exchangeon~~exchange on which registered
Common Stock, $0.001 par value		RVLT		N/A

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).

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.

~~Consent~~Seventh Amendment to Forbearance Agreement and Twenty-~~Second~~Third Amendment to Credit Facility

Effective on ~~March~~April 279, 2020, Revolution Lighting Technologies, Inc. (the “Company”) and its direct and indirect subsidiaries (collectively, the “Obligors”) entered into a ~~Consent~~Seventh Amendment to Forbearance Agreement and Twenty-~~Second~~Third Amendment (the “Twenty-~~Second~~Third Amendment”) to its loan and security agreement (the “Loan Agreement”) with Bank of America N.A. (“Bank of America”). Under the terms of the Twenty-~~Second~~Third Amendment, Bank of America agreed to ~~consent~~forbear, tountil ~~the~~May 15, ~~sale~~2020, ofthe ~~substantially~~new ~~all~~maturity date of the ~~assets~~Loan ofAgreement, ~~All~~from ~~Around~~exercising ~~Lighting,~~its ~~L.L.C.,~~rights and remedies against the Obligors as a result ~~Texas~~of ~~limited~~breaches ~~liability~~of ~~company~~certain ~~(“All~~covenants ~~Around”),~~under tothe ~~AAL,~~Loan ~~LLC,~~Agreement. aIf ~~Texas~~the ~~limited~~Company ~~liability company~~is ~~(“AAL”),~~not ~~pursuant~~able to anobtain ~~Asset~~a ~~Purchase~~further ~~Agreement~~amendment ~~dated~~of ~~March 20,~~the ~~2020~~Loan (Agreement and extend the ~~“Purchase~~forbearance, ~~Agreement”)~~all principal, asinterest ~~well~~and asother ~~amend~~amounts outstanding under the Loan Agreement towill ~~permit~~become ~~adjustment~~due ~~payments~~and topayable ~~AAL~~upon ~~under~~ the ~~Purchase~~earlier ~~Agreement~~of in5 anp.m. ~~amount~~on ~~not to~~May 15, ~~exceed~~2020, ~~$100~~or any Termination Event (as defined in the Loan Agreement,~~000~~ as previously amended).

InPursuant ~~exchange~~to ~~for~~ the ~~consent granted under the~~ Twenty-~~Second~~Third Amendment, ~~the~~Bank ~~Company~~of ~~agreed,~~America ~~among~~may ~~other~~continue ~~things~~lending to ~~(i) pay~~ the ~~closing~~ ~~consideration~~Company under the ~~Purchase~~revolving ~~Agreement~~credit ~~directly~~facility toprovided ~~Bank~~by ofthe ~~America,~~Loan ~~(ii)~~Agreement through May ~~deliver~~15, to2020, ~~Bank~~subject ofto ~~America~~the ~~within~~Company 45continuing ~~days~~to ofcomply ~~the~~with ~~effectiveness~~its ofobligations under the Twenty-~~Second~~Third Amendment, ~~evidence~~including ofnot ~~the~~allowing ~~dissolution of All Around and the transfer of~~ any ~~remaining~~ ~~assets~~additional ofDefaults ~~All Around to another Obligor~~ or ~~Obligors,~~Events ~~and (iii) pay Bank~~ of ~~America’s~~Default ~~expenses,~~(as ~~including~~defined ~~attorney’s fees,~~ in ~~connection with~~ the ~~Twenty-Second~~Loan ~~Amendment~~Agreement) ~~and~~to ~~prior open invoices~~occur. ~~Upon Bank of America’s~~The ~~receipt~~Twenty-Third ofAmendment ~~satisfactory~~requires ~~confirmation of payment of~~ the ~~closing~~Company ~~consideration~~to ~~received~~provide ~~under the Purchase Agreement,~~ Bank of America ~~will~~each ~~deliver~~week towith ~~the Obligors~~ a ~~UCC~~two-3week ~~Termination~~rolling ~~Statement~~cash toflow bereport ~~filed against~~and ~~All~~forecast. ~~Around~~Additionally, ~~and~~the ~~All~~Twenty-Third ~~Around~~Amendment ~~will~~deleted bethe ~~released~~cash asburn acovenant in ~~borrower under~~ the Loan Agreement and ~~other~~amended ~~related loan agreements, except to~~ the ~~extent~~definition ~~any~~of ~~obligations~~LIBOR orand ~~liabilities~~LIBOR ~~would~~Successor ~~otherwise~~Rate ~~survive pursuant~~ to ~~the~~require ~~terms~~such ~~and~~rates ~~conditions~~to, ofin ~~the Loan~~no ~~Agreement~~event, ~~and~~be ~~other~~less ~~related~~than ~~loan~~one ~~agreements~~percent (1%).

AsIn ofexchange ~~March~~for ~~31, 2020,~~ the ~~Company~~forbearance ~~had~~granted ~~total debt of approximately $78.6 million, including aggregate principal and interest outstanding~~ under the ~~Company’s~~Twenty-Third ~~line of credit with Bank of America of approximately $23.4 million~~Amendment, ~~aggregate principal and interest outstanding under loans from Robert V. LaPenta, Sr.,~~ the Company’s ~~Chairman~~agreed, ~~CEO~~ ~~and~~among ~~President~~other things, ~~and~~to ~~Aston~~pay ~~Capital,~~Bank ~~LLC~~ of ~~approximately~~America ~~$54.1~~a ~~million and approximately~~ $~~1.1 million from other sources. As of March 31~~20,000 ~~2020~~forbearance fee, ~~the~~as ~~Company~~well ~~estimates~~as ~~that~~Bank ~~it had 1.3 million~~ of ~~available~~America’s ~~liquidity~~expenses, ~~reflecting~~including ~~its~~attorney’s ~~net~~fees, ~~cash position~~in ~~plus~~connection with the ~~remaining~~Twenty-Third ~~borrowing~~Amendment ~~availability~~and ~~under~~prior ~~the~~open ~~Loan Agreement~~invoices.

As ~~previously~~of ~~disclosed in the Current Report on Form~~April ~~8-K filed by the Company on February 19~~7, 2020, the Company ~~previously~~had ~~entered~~total ~~into~~debt aof ~~Sixth~~approximately ~~Amendment~~$78.4 million, toincluding ~~Forbearance~~aggregate ~~Agreement~~principal and ~~Twenty-First~~interest ~~Amendment~~outstanding tounder ~~Loan and Security Agreement (~~the ~~“Twenty-First~~Company’s ~~Amendment”)~~line ~~to the Loan Agreement. Under the terms~~ of ~~the~~credit ~~Twenty-First~~with ~~Amendment,~~ Bank of America ~~agreed~~of toapproximately ~~forebear, until March~~$23.2 31million, ~~2020,~~aggregate ~~from~~principal ~~exercising its rights~~ and ~~remedies~~interest asoutstanding aunder ~~result~~loans offrom ~~breaches~~Robert ofV. ~~certain covenants~~LaPenta, ~~under~~Sr. the ~~Loan~~Company’s ~~Agreement.~~Chairman, OnCEO ~~April 2~~and President, ~~2020~~and Aston Capital, ~~Bank~~LLC of approximately ~~America~~$54.1 million ~~approved~~and anapproximately ~~extension~~$1.1 million offrom ~~the~~other ~~forbearance~~sources. ~~period~~As ~~until~~of April 38, 2020., ~~All~~the ofCompany ~~the~~estimates ~~other~~that ~~terms~~it ~~and~~had ~~conditions~~$1.0 million of ~~the~~available ~~Loan~~liquidity, ~~Agreement~~reflecting ~~and~~its ~~the~~net ~~Twenty-First~~cash ~~Amendment~~position ~~remain~~plus inthe remaining ~~full~~borrowing ~~force~~availability ~~and~~under ~~effect~~the Loan Agreement.

The Company will likely need additional funding to continue its operations. The extent of additional funds required will depend on, among other things, the Company’s results of operations in the second quarter of 2020 and the amount of time and expense necessary to complete the previously announced investigation by the Securities and Exchange Commission (the “SEC”). ~~Mr. LaPenta~~The ~~has informed the~~ Company’s ~~audit~~plans ~~committee that at this time he does not intend~~ to ~~provide~~work ~~the Company~~ with ~~additional financing. The Company is working with~~ Bank of America to further amend the Loan Agreement to ~~extend~~provide for a longer-term extension of the current maturity date of ~~April~~ May 315, 2020, and to provide for ongoing borrowing availability. The Company ~~expects~~believes toit ~~execute~~will abe ~~45-day extension next week and to work with Bank of America to complete a one-year extension during that period~~successful. However, there can be no assurance that the Company will obtain such an amendment. Any failure to obtain such an amendment under the Loan Agreement could result in the exercise of remedies by Bank of America and all amounts becoming due under the Loan Agreement, and cause the Company to become unable to operate as a going concern.

The foregoing description of the Twenty-~~Second~~Third Amendment is not complete and is qualified in its entirety by reference to the full text of the Twenty-~~Second~~Third Amendment, which is attached to this Form 8-K as Exhibit 99.1.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure under Item 1.01 is incorporated by reference in its entirety in this Item 2.03.

~~Item~~Forward-looking ~~8.01~~statements ~~Other Events~~

AsExcept ~~previously~~for ~~disclosed~~statements of historical fact, the ~~Company~~matters ~~received~~discussed aherein ~~letter,~~are ~~dated~~“forward-looking ~~October 31,~~statements” ~~2019,~~within ~~from~~ the ~~SEC~~meaning ~~staff~~of (the applicable securities laws and regulations. The words “~~Staff~~will,”) ~~notifying~~“may,” ~~the~~“estimates,” ~~Company~~“expects,” ~~that~~“intends,” ~~it may~~“plans,” be“believes” ~~subject~~and similar expressions are intended to identify forward-looking statements, ~~without~~although ~~further~~not ~~notice~~all forward-looking statements contain these identifying words. Forward-looking statements, toincluding anstatements ~~administrative~~regarding ~~proceeding~~further amendments to ~~revoke~~the Loan Agreement, the Company’s ~~registration~~future ~~under~~levels ~~the~~of ~~Securities~~indebtedness ~~Exchange~~and funding ~~Act~~needs and the availability of ~~1934~~funding ~~(the~~from ~~“Exchange~~Bank ~~Act”)~~of ifAmerica, ~~the~~involve ~~Company~~risks ~~has~~and ~~not~~uncertainties ~~filed~~that ~~all~~may ~~required Exchange~~cause ~~Act reports~~actual ~~within~~results ~~fifteen~~to ~~days~~differ materially from ~~the~~those ~~date~~stated ofhere. Factors that could cause actual results to differ materially from those in the ~~letter.~~forward-looking ~~The~~statements ~~administrative~~include, ~~proceeding~~but ~~would~~are benot ~~brought~~limited byto, the ~~SEC~~Company’s ~~Division~~results of ~~Enforcement~~operations, ~~pursuant~~the toCompany’s ~~Section 12(j)~~ability ofto ~~the~~complete ~~Exchange~~a ~~Act,~~restatement and ~~also~~audit ~~may~~of ~~suspend~~its ~~trading~~financial instatements, the Company’s ~~common~~ ~~stock~~ability ~~pursuant~~ to ~~Section 12(k)~~obtain an extension of maturity under the ~~Exchange~~Loan ~~Act.~~Agreement, ~~The~~the Company’s ~~board~~ability ofto ~~directors~~continue ~~has determined~~ to ~~not~~meet ~~formally~~its ~~respond~~liquidity toneeds, the ~~Staff~~Company’s ~~deregistration~~ongoing ~~letter~~litigation, and ~~has~~SEC ~~directed~~investigation and potential future litigation and the other risks described more fully in the Company’s ~~representatives~~filings towith ~~contact~~ the ~~Staff~~SEC. toForward-looking ~~facilitate~~statements anreflect ~~orderly~~the ~~deregistration~~views ~~due~~of to the Company’s ~~unavailability~~management as of ~~resources~~the todate ~~complete~~hereof. anThe ~~audit~~Company ofdoes ~~its~~not ~~historical~~undertake ~~financial~~to revise these statements to reflect subsequent developments.

Forward-looking statements

Except for statements of historical fact, the matters discussed herein are “forward-looking statements” within the meaning of the applicable securities laws and regulations. The words “will,” “may,” “estimates,” “expects,” “intends,” “plans,” “believes” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements, including statements regarding further amendments to the Loan Agreement, the Company’s future levels of indebtedness and funding needs and the availability of funding from Bank of America, involve risks and uncertainties that may cause actual results to differ materially from those stated here. Factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, the Company’s results of operations, the Company’s ability to complete a restatement and audit of its financial statements, the Company’s ability to obtain an extension of maturity under the Loan Agreement, the Company’s ability to continue to meet its liquidity needs, the Company’s ongoing litigation, and SEC investigation and potential future litigation and the other risks described more fully in the Company’s filings with the SEC. Forward-looking statements reflect the views of the Company’s management as of the date hereof. The Company does not undertake to revise these statements to reflect subsequent developments.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

ExhibitNo.		Description
99.1		~~Consent~~Seventh Amendment to Forbearance Agreement and Twenty-~~Second~~Third Amendment to Loan and Security Agreement, dated ~~March~~April 279, 2020, among Revolution Lighting Technologies, Inc., Lighting Integration Technologies, LLC, Tri-State LED DE, LLC, Value Lighting, LLC, ~~All Around Lighting, L.L.C.,~~ Energy Source, LLC, Revolution Lighting — E-Lighting, Inc., Seesmart, LLC, TNT Energy, LLC, the Guarantors party thereto and Bank of America, N.A.

SIGNATURE

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.

Date: April 315, 2020


REVOLUTION LIGHTING TECHNOLOGIES, INC.

By:		/s/ Robert V. LaPenta
		Robert V. LaPenta, Sr.
		Chief Executive Officer and President

Filing Compare · Revolution Lighting Technologies, Inc.