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)
July 1, 2020
| Evolving Systems, Inc. | ||
| (Exact name of registrant as specified in its charter) |
| Delaware (State or other jurisdiction of incorporation) | 001-34261 (Commission File Number) | 84-1010843 (I.R.S. Employer Identification No.) |
| 9800 Pyramid Court, Suite 400, Englewood, Colorado 80112 | ||
| (Address of principal executive offices) (Zip Code) |
Registrant's telephone number, including area code: (303) 802-1000
| Not applicable | ||
| (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:
¨ 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, par value $0.001 per share | EVOL | Nasdaq Capital Market |
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 o
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.
o
| ITEM 1.01 | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT |
On July 1, 2020, Evolving Systems, Inc. (“Evolving Systems”) entered into the Amendment and Waiver Letter (“Amendment”) to the Term Loan Facility Agreement with East West Bank (“Loan Facility”). The purpose of the Amendment is to waive certain events of non-compliance with respect to covenants not achieved in prior periods and to amend future covenant requirements.
| · | Current financial covenants to be replaced by: |
o (1) minimum consolidated cash of no less than One Million Five Hundred Thousand US Dollars on the last day of the month.
o (2) a minimum quarterly fixed consolidated EBITDA amount.
The Amendment adjusted the loan amortization to be paid in full no later than December 31, 2020 and fixed the interest rate at 5% on the remaining principal. Evolving Systems made an advance payment of principal of $44,000 on June 1, 2020. Evolving Systems has transacted all loan payments as originally scheduled and expects to be in compliance with the new covenants.
For information relating to the Loan Facility, please see Evolving Systems’ Current Report on Form 8-K filed with the SEC on August 22, 2017 and October 9, 2019.
Text of the Agreement. The full text of the Amendment to the Loan Facility is attached as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing descriptions are qualified in their entirety by reference to such exhibit.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
d) Exhibits. The following exhibit is filed with this report.
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.
Dated: July 7, 2020
| Evolving Systems, Inc. | |||
| By: | /s/ MARK P. SZYNKOWSKI | ||
| Mark P. Szynkowski | |||
| Senior Vice President Finance | |||