Current Report Filing (8-k)
August 29 2022 - 2:36PM
Edgar (US Regulatory)
0000891532
false
PERMA FIX ENVIRONMENTAL SERVICES INC
0000891532
2022-08-29
2022-08-29
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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) August 29, 2022
PERMA-FIX
ENVIRONMENTAL SERVICES, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-11596 |
|
58-1954497 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
8302
Dunwoody Place, Suite 250, Atlanta, Georgia |
|
30350 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (770) 587-9898
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 |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under 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, Par Value, $.001 Per Share |
|
PESI |
|
NASDAQ
Capital Markets |
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 ☐
Section
1 – Registrant’s Business and Operations
Item
1.01. Entry into a Material Definitive Agreement.
On
August 29, 2022, Perma-Fix Environmental Services, Inc. (the “Company”) entered into an amendment to its Loan Agreement (as
defined below) with PNC Bank, National Association (“PNC” or “lender”) as discussed under Item 2.03 below, which
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
Company and PNC entered into a Fifth Amendment (“Fifth Amendment”) to its Second Amended and Restated Revolving Credit, Term
Loan and Security Agreement, as amended (“Loan Agreement”) on August 29, 2022, to set forth certain revisions to the Loan
Agreement. The new revisions to the Loan Agreement are included in the revised Loan Agreement attached hereto as Exhibit 4.2 and
referenced in the Fifth Amendment as Annex A (“Revised Loan Agreement”). The new revisions in the Revised Loan Agreement
include, among other revisions, (i) removal of and replacing the reference to the London InterBank Offer Rate “(“LIBOR”)
based interest rate benchmark provisions with the Secured Overnight Finance Rate (“SOFR”). If the Company selects the SOFR
benchmark provisions, payment of interest due on the revolving credit will be “Term SOFR Rate” (as defined in Exhibit 4.2
hereto and referenced as Annex A in the Fifth Amendment) plus 3.00% plus an SOFR Adjustment applicable for an interest period selected
by the Company and payment of interest due on the term loan and capital line will be Term SOFR Rate plus 3.50% plus an SOFR Adjustment
for an interest period selected by the Company. Pursuant to the Revised Loan Agreement, SOFR Adjustment rates of 0.10% and 0.15% will
be applicable for a one-month interest period and three-month period, respectively; and (ii) adding certain additional anti-terrorism
provisions to the covenants contained in the Loan Agreement.
Section
9 – Financial Statements and Exhibits
Item
9.01. Financial Statements and Exhibits
(d) Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
|
|
PERMA-FIX
ENVIRONMENTAL SERVICES, INC. |
|
|
|
|
|
By: |
/s/
Ben Naccarato |
|
|
|
Ben
Naccarato |
Dated: |
August
29, 2022 |
|
Executive Vice President, Chief Financial
Officer and Chief Accounting Officer |
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