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): ~~April~~May 2429, 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))

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 81.01 ~~Other~~Entry ~~Events~~into a Material Definitive Agreement.

~~Revolution~~Eighth ~~Lighting~~Amendment ~~Technologies,~~to ~~Inc.~~Forbearance ~~(the~~Agreement “Company”) today issued a press release announcing that on April 10, 2020 the Honorable J. Paul Oetken of the United States District Court for the Southern District of New York (the “Court”) granted preliminary approval of the proposed settlement (the “Proposed Settlement”) of the consolidated shareholder derivative actions (the “Derivative Actions”) filed by Russell Hopewell, Craig Coleman, George Assad, Bill Jenkins, Ronald Persin, Betsy Wages, Dale Barton, Robert Flos and ~~Giovanni~~Twenty-Fourth ~~Vecchiato~~Amendment ~~(each,~~to aCredit ~~“Plaintiff”,~~Facility collectively the “Plaintiffs”), purported purchasers of the Company’s stock. The Derivative Actions named the Company as a nominal defendant and also named as defendants present and former members of the Company’s board of directors, including Robert V. LaPenta, James A. DePalma, William D. Ingram, Stephen G. Virtue, Dennis McCarthy, Charles J. Schafer, Robert A. Basil, Jr. and Robert V. LaPenta, Jr. (the “Individual Defendants”).

~~The~~Effective ~~Derivative~~on ~~Actions~~May 29, ~~allege~~2020, ~~that~~Revolution ~~certain~~Lighting ~~current~~Technologies, ~~and~~Inc. ~~former~~(the ~~directors~~“Company”) and ~~certain~~its ~~former~~direct ~~executive~~and ~~officers~~indirect ofsubsidiaries (collectively, the “Obligors”) ~~Company~~entered ~~breached~~into ~~their~~an ~~fiduciary~~Eighth ~~duties~~ Amendment to Forbearance Agreement and ~~violated~~Twenty-Fourth ~~Section 10~~Amendment (bthe “Twenty-Fourth Amendment”) ofto its loan and security agreement (the ~~Exchange~~“Loan ~~Act~~Agreement”) with Bank of ~~1934,~~America asN.A. (“Bank ~~amended,~~of ~~and~~America”). ~~Securities~~Under ~~and~~the ~~Exchange~~terms ~~Commission~~of ~~Rule~~the ~~10b~~Twenty-5Fourth inAmendment, ~~connection~~Bank ~~with~~of ~~public~~America ~~statements~~agreed ~~made~~to ~~between~~forbear, ~~March~~until September 1430, ~~2014~~2020, ~~and November 14~~the maturity date of the Loan Agreement, ~~2018~~from ~~regarding~~exercising its rights and remedies against the ~~Company’s~~Obligors ~~recognition~~as a result of ~~revenue~~breaches ~~and~~of ~~internal~~certain ~~controls~~covenants ~~over~~under ~~financial~~the ~~reporting~~Loan Agreement. ~~The~~If ~~Individual~~the ~~Defendants~~Company ~~have~~is ~~denied,~~not ~~and~~able ~~continue~~ to ~~deny,~~obtain ~~each~~a further amendment of the Loan Agreement and ~~every~~extend ~~claim~~the forbearance, all principal, interest and ~~contention~~other ~~alleged~~amounts byoutstanding under the ~~Plaintiffs in~~Loan ~~the~~Agreement ~~Derivative~~will ~~Actions~~become due and ~~affirm~~payable ~~that~~upon ~~they~~the ~~have~~earlier ~~acted~~of ~~properly~~5:00 p.m. on September 30, ~~lawfully~~2020, ~~and~~or inany ~~full~~Termination ~~accord~~Event ~~with~~(as ~~their~~defined ~~fiduciary~~in ~~duties~~the Loan Agreement, atas ~~all~~previously ~~times~~amended).

~~The~~Pursuant ~~Proposed~~to the Twenty-Fourth Amendment, Bank of America may continue lending to the Company under the revolving credit facility provided by the Loan ~~Settlement~~Agreement ~~involves~~through ~~instituting~~September 30, ~~and~~2020, ~~maintaining~~subject ~~corporate~~to ~~governance~~the ~~reforms~~Company ~~and~~continuing ~~other~~to ~~non~~comply with its obligations under the Twenty-~~monetary~~Fourth ~~relief~~Amendment, ~~which~~including ~~are~~not ~~described~~allowing any additional Defaults or Events of Default (as defined in the ~~Notice~~Loan Agreement) to occur. Bank of ~~Pendency~~America may also, in its sole discretion, permit overadvances in an aggregate amount not to exceed $1,000,000 at any time through and ~~Proposed~~including ~~Settlement~~July 31, of2020, ~~Stockholder~~and ~~Derivative~~in an aggregate amount not to exceed $500,000 at any time through ~~Actions~~and ~~(the~~including ~~“Notice~~August 30, of2020. ~~Pendency”)~~Any such overadvances must be repaid by 5:00 p.m. on September 30, 2020.

~~The Court set a settlement hearing on August 11~~Furthermore, ~~2020~~pursuant to ~~determine: (i) whether~~ the ~~terms of the~~ ~~Proposed~~Twenty-Fourth ~~Settlement~~Amendment, ~~are~~Bank ~~fair,~~of ~~reasonable,~~America ~~and~~thereby ~~adequate,~~acknowledges and inpermits the ~~best~~incurrence ~~interests~~ of ~~the~~indebtedness ~~Company; (ii) whether the Notice~~ of ~~Pendency~~any ~~fully~~Obligor ~~satisfies~~under the ~~requirements~~Paycheck ofProtection ~~Rule~~Program ~~23.1 of~~ (the ~~Federal~~“Paycheck ~~Rules~~Protection ~~of Civil Procedure and due process; (iii~~Program”) ~~whether~~ ~~the~~established ~~Final~~under ~~Order and Judgement should be entered dismissing~~ the ~~Derivative~~Coronavirus ~~Actions with prejudice~~Aid, Relief, ~~releasing the Company~~ and ~~Individual~~Economic ~~Defendants~~Security ~~from~~Act. ~~certain~~Any ~~claims~~Obligor inthat ~~accordance~~incurs ~~with~~indebtedness ~~the~~under ~~Proposed Settlement; (iv) whether~~ the ~~amount~~Paycheck ofProtection ~~attorneys’~~Program ~~fees~~agrees ~~and expenses~~ to beuse ~~awarded~~commercially ~~to the Plaintiffs’ counsel is fair and~~ reasonable; ~~and~~efforts ~~(v) any~~to ~~other~~maximize ~~matters~~the ~~that~~amount ~~come~~of ~~before~~forgiveness ~~the~~of ~~Court~~such loan.

~~The~~Additionally, ~~full~~pursuant ~~text~~to of the ~~press~~Twenty-Fourth ~~release~~Amendment, ~~issued~~Bank of America agreed, in connection with ~~this announcement and~~ the ~~Notice~~dissolution of ~~Pendency~~Break ~~are~~One ~~filed~~Nine, asInc., ~~Exhibits~~a ~~99.1~~Texas ~~and~~corporation (“Break ~~99.2,~~One ~~respectively~~Nine”), to ~~this~~release ~~Current~~Break ~~Report~~One onNine ~~Form~~as ~~8-K.~~a ~~The~~guarantor ~~information~~under ~~contained~~the ~~therein~~Loan isAgreement. ~~incorporated~~Further, ~~herein~~the byTwenty-Fourth ~~reference.~~Amendment Aextends ~~link~~the todelivery ~~the~~requirement ~~Notice~~for ofaudited ~~Pendency~~financial isstatements ~~also~~for ~~available~~fiscal ~~under~~year 2019 (the “~~Investor Relations~~Financial Statements”) ~~section~~to ~~of the~~June 30, ~~Company’s website~~2020.

~~Neither~~In exchange for the ~~filing~~forbearance ofgranted ~~these~~under ~~exhibits~~the toTwenty-Fourth ~~this~~Amendment, ~~Current~~the ~~Report~~Company onagreed, ~~Form~~among ~~8-K~~other things, ~~nor~~(i) to limit the ~~inclusion~~ incumulative ~~them~~monthly use of ~~references~~cash toby the Company’s ~~internet~~in ~~address~~accordance ~~shall,~~with ~~under~~a ~~any~~cash ~~circumstances~~burn schedule, be(ii) to ~~deemed~~maintain a positive cash flow in accordance with a positive cash flow schedule and (iii) to ~~incorporate~~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 ~~information~~Twenty-Fourth ~~available~~Amendment atand ~~its~~prior ~~internet~~open ~~address~~invoices. ~~into~~Additionally, ~~this~~each ~~Current~~Obligor ~~Report~~agreed, on ~~Form~~behalf of itself and its successors, ~~8-K.~~assigns ~~The~~and ~~information~~other ~~available~~legal atrepresentatives, ~~the~~to ~~Company’s~~absolutely, ~~internet~~unconditionally ~~address~~and isirrevocably ~~not~~release ~~part~~Bank of ~~this~~America, ~~Current~~its ~~Report~~successors onand ~~Form~~assigns, ~~8-K~~and orits present and former affiliates and representatives from any ~~other~~and ~~report~~all ~~filed~~claims known or unknown held by any Obligor at any time prior to the ~~Company~~date of the Twenty-Fourth Amendment in any way related to or in connection with the ~~Securities~~ ~~and~~Loan ~~Exchange~~Agreement ~~Commission~~or any related documents or transactions.

~~Item~~As 9of June 1, 2020, the Company had total debt of approximately $76.016 million, ~~Financial~~including ~~Statements~~aggregate principal and ~~Exhibits~~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 (dthe “SEC”). ~~Exhibits~~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.

ExhibitNo.		Description
99.1		Press Release of Revolution Lighting, Inc., dated April 24, 2020
99.2		Notice of Pendency and Proposed Settlement of Stockholder Derivative Actions

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.

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

~~Pursuant~~The todisclosure ~~the~~under ~~requirements~~Item of1.01 ~~the~~is ~~Securities~~incorporated ~~Exchange~~by ~~Act~~reference ofin ~~1934,~~its ~~the~~entirety ~~registrant~~in ~~has duly caused~~ this ~~report~~Item ~~to be signed on its behalf by the undersigned hereunto duly authorized~~2.03.

~~Date:~~Forward-looking ~~April 24,~~statements ~~2020~~

~~REVOLUTION~~Except ~~LIGHTING~~for ~~TECHNOLOGIES~~statements of historical fact, ~~INC.~~the ~~By:~~matters ~~/s/~~discussed ~~Robert~~herein Vare “forward-looking statements” within the meaning of the applicable securities laws and regulations. ~~LaPenta~~The words “will,” ~~Sr.~~“may,” ~~Robert~~“estimates,” V“expects,” “intends,” “plans,” “believes” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. ~~LaPenta~~Forward-looking statements, including Srstatements 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. ~~Chief~~Factors ~~Executive~~that ~~Officer~~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 ~~President~~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

Filing Compare · Revolution Lighting Technologies, Inc.