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
August 14, 2023
Date of Report: (Date of earliest event reported)
Cyanotech Corporation
(Exact name of registrant as specified in its charter)
Nevada (State or other jurisdiction of incorporation) | 000-14602 (Commission File Number) | 91-1206026 (IRS Employer Identification Number) |
73-4460 Queen Kaahumanu Highway, Suite #102, Kailua Kona, HI 96740
(Address of principal executive offices)
(808) 326-1353
(Registrant’s telephone number)
Not Applicable
(Former name or former address, if changed since last report)
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, $0.02 par value per share | CYAN | NASDAQ |
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 August 14, 2023, Cyanotech Corporation (the “Company”) entered into a Second Amendment (the “Amendment”) to the Amended and Restated Promissory Note with Skywords Family Foundation, Inc. (“Skywords”), dated as of April 12, 2021 and amended on December 14, 2022 (the “Note”). The Amendment increases the amount that the Company may borrow from time to time under the Note from $1,000,000 to $2,000,000 on a revolving basis (the “Revolver”). All other terms of the Note remain the same. As of the date of the Amendment, the outstanding principal balance on the Note was $1,000,000 and the outstanding balance on the Revolver was $750,000. Skywords is controlled by Michael Davis, the Company’s Chairman of the Board of Directors and largest stockholder.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit Number | Name and/or Identification of Exhibit |
| 10.1 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| CYANOTECH CORPORATION | |||
| Dated: August 17, 2023 | /s/ Felicia Ladin | ||
| By: | Felicia Ladin | ||
Chief Financial Officer, Vice President – Finance & Administration, and Treasurer (Principal Financial Officer) | |||
EXHIBIT INDEX
Exhibit Number | Name and/or Identification of Exhibit |
| 10.1 | Second Amendment to Amended and Restated Promissory Note, dated August 14, 2023, by and between Skywords Family Foundation, Inc. and Cyanotech Corporation |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |