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): September 22, 2021
ASHFORD INC.
(Exact name of registrant as specified in its charter)
| Nevada | 001-36400 | 84-2331507 | ||||||||||||
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS employer identification number) | ||||||||||||
| 14185 Dallas Parkway | ||||||||||||||
| Suite 1200 | ||||||||||||||
| Dallas | ||||||||||||||
| Texas | 75254 | |||||||||||||
| (Address of principal executive offices) | (Zip code) | |||||||||||||
Registrant’s telephone number, including area code: (972) 490-9600
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box 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)) | |||||||
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
| Common Stock | AINC | NYSE American LLC | ||||||||||||
Item 1.01 Entry into a Material Definitive Agreement.
On September 22, 2021, Presentation Technologies, LLC (“PTI”), a subsidiary of Ashford Inc. and certain of its subsidiaries (collectively, the “Loan Parties”), and Comerica Bank (“Comerica”), a Texas banking association, amended (the “Amendment”) that certain credit agreement dated as of November 1, 2017, as amended (the “Credit Agreement”).
The Amendment, among other things: (i) subject to certain conditions as described therein, (x) reduces the minimum required operating reserve cash balance under the Credit Agreement to $1 million and (y) eliminates the requirement for PTI to fund any additional cash to the Operating Reserve Account (as defined in the Amendment) provided the balance thereof equals the Base Funded Amount (as defined in the Amendment) and (ii) increases the maximum aggregate capital expenditures for any four consecutive fiscal quarters for PTI from $500,000 to $1.25 million.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | Exhibit Description | |||||||
| 10.1 | ||||||||
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) | |||||||
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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.
ASHFORD INC.
By: /s/ Alex Rose
Alex Rose
Executive Vice President, General Counsel & Secretary
Alex Rose
Executive Vice President, General Counsel & Secretary
Date: September 23, 2021
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