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 17, 2019
SeD Intelligent Home Inc.
(Exact name of registrant as specified in its charter)
Nevada | 000-55038 | 27-1467607 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
4800 Montgomery Lane, Suite 210 Bethesda, MD | 20814 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 301-971-3940
N/A
(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))
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.
On April 17, 2019, SeD Maryland Development, LLC, a Delaware limited liability company (“SeD Maryland”), entered into a Development Loan Agreement (the “Loan Agreement”) with Manufacturers and Traders Trust Company, a New York banking corporation (the “Lender”).
Pursuant to the Loan Agreement, the Lender will provide SeD Maryland a Land Development Loan (the “Land Development Loan”) in an original principal amount not to exceed at any one time outstanding the sum of $8,000,000, with a cumulative loan advance amount of $18,500,000 and provide a letter of credit facility in an aggregate amount of up to $900,000 (the “Letter of Credit Facility”). The Land Development Loan shall be a revolving line of credit. The Letter of Credit Facility is not a revolving loan, and amounts advanced and repaid may not be re-borrowed. Repayment of the Loan Agreement is secured by a Deed of Trust issued to the Lender on the property owned by SeD Maryland.
Through certain subsidiaries, SeD Intelligent Home Inc. (the “Company”) owns 83.55% of SeD Maryland. SeD Maryland owns Ballenger Run, a 197-acre land sub-division development located in Frederick County, Maryland. The proceeds of the Land Development Loan and Letter of Credit Facility will be used in connection with the Ballenger Run project, including the development of certain single family lots and to re-finance SeD Maryland’s existing development loan from Union Bank & Trust. The Loan Agreement contains standard representations and warranties. The Company will serve as the guarantor to the Land Development Loan and Letter of Credit Facility and has executed an Environmental Indemnification Agreement in favor of the Lender.
2
SIGNATURES
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.
SeD Intelligent Home Inc. | |||
Date: April 23, 2019 | By: | /s/ Rongguo (Ronald) Wei | |
Name: Rongguo (Ronald) Wei | |||
Title: Co-Chief Financial Officer |
3