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): May 29, 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)

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))

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

Title of each class

Trading
Symbol(s)

Name of each 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.

Eighth Amendment to Forbearance Agreement and Twenty-Fourth Amendment to Credit Facility

Effective on May 29, 2020, Revolution Lighting Technologies, Inc. (the “Company”) and its direct and indirect subsidiaries (collectively, the “Obligors”) entered into an Eighth Amendment to Forbearance Agreement and Twenty-Fourth Amendment (the “Twenty-Fourth 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-Fourth Amendment, Bank of America agreed to forbear, until September 30, 2020, the maturity date of the Loan Agreement, from exercising its rights and remedies against the Obligors as a result of breaches of certain covenants under the Loan Agreement. If the Company is not able to obtain a further amendment of the Loan Agreement and extend the forbearance, all principal, interest and other amounts outstanding under the Loan Agreement will become due and payable upon the earlier of 5:00 p.m. on September 30, 2020, or any Termination Event (as defined in the Loan Agreement, as previously amended).

Pursuant to the Twenty-Fourth Amendment, Bank of America may continue lending to the Company under the revolving credit facility provided by the Loan Agreement through September 30, 2020, subject to the Company continuing to comply with its obligations under the Twenty-Fourth Amendment, including not allowing any additional Defaults or Events of Default (as defined in the Loan Agreement) to occur. Bank of America may also, in its sole discretion, permit overadvances in an aggregate amount not to exceed $1,000,000 at any time through and including July 31, 2020, and in an aggregate amount not to exceed $500,000 at any time through and including August 30, 2020. Any such overadvances must be repaid by 5:00 p.m. on September 30, 2020.

Furthermore, pursuant to the Twenty-Fourth Amendment, Bank of America thereby acknowledges and permits the incurrence of indebtedness of any Obligor under the Paycheck Protection Program (the “Paycheck Protection Program”) established under the Coronavirus Aid, Relief, and Economic Security Act. Any Obligor that incurs indebtedness under the Paycheck Protection Program agrees to use commercially reasonable efforts to maximize the amount of forgiveness of such loan.

Additionally, pursuant to the Twenty-Fourth Amendment, Bank of America agreed, in connection with the dissolution of Break One Nine, Inc., a Texas corporation (“Break One Nine”), to release Break One Nine as a guarantor under the Loan Agreement. Further, the Twenty-Fourth Amendment extends the delivery requirement for audited financial statements for fiscal year 2019 (the “Financial Statements”) to June 30, 2020.

In exchange for the forbearance granted under the Twenty-Fourth Amendment, the Company agreed, among other things, (i) to limit the cumulative monthly use of cash by the Company in accordance with a cash burn schedule, (ii) to maintain a positive cash flow in accordance with a positive cash flow schedule and (iii) to pay Bank of America a $7,500 forbearance fee, as well as Bank of America’s expenses, including attorney’s fees, in connection with the Twenty-Fourth Amendment and prior open invoices. Additionally, each Obligor agreed, on behalf of itself and its successors, assigns and other legal representatives, to absolutely, unconditionally and irrevocably release Bank of America, its successors and assigns, and its present and former affiliates and representatives from any and all claims known or unknown held by any Obligor at any time prior to the date of the Twenty-Fourth Amendment in any way related to or in connection with the Loan Agreement or any related documents or transactions.

As of June 1, 2020, the Company had total debt of approximately $76.6 million, including aggregate principal and interest outstanding under the Company’s line of credit with Bank of America of approximately $21.4 million, aggregate principal and interest outstanding under loans from Robert V. LaPenta, Sr., the Company’s Chairman, CEO and President, and Aston Capital, LLC of approximately $54.2 million and approximately $1.0 million from other sources. As of June 1, 2020, the Company estimates that it had $1.6 million of available liquidity, reflecting its net cash position plus the remaining borrowing availability under 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 and third quarters of 2020 and the amount of time and expense necessary to finalize the previously announced investigation by the Securities and Exchange Commission (the “SEC”). The Company plans to work with Bank of America to further amend the Loan Agreement to provide for a longer-term extension of the current maturity date of September 30, 2020, and to provide for ongoing borrowing availability. The Company believes it will be 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-Fourth Amendment is not complete and is qualified in its entirety by reference to the full text of the Twenty-Fourth 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.

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


Exhibit No.		Description

99.1		Eighth Amendment to Forbearance Agreement and Twenty-Fourth Amendment to Loan and Security Agreement, dated May 29, 2020, among Revolution Lighting Technologies, Inc., Lighting Integration Technologies, LLC, Tri-State LED DE, LLC, Value Lighting, LLC, 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: June 4, 2020


REVOLUTION LIGHTING TECHNOLOGIES, INC.

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

Revolution Lighting Technologies, Inc. 8-K