Current Report Filing (8-k)
July 12 2018 - 9:32AM
Edgar (US Regulatory)
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): July 12, 2018 (July 11, 2018)
Manhattan
Bridge Capital, Inc.
(Exact
Name of Registrant as Specified in Charter)
New
York
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000-25991
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11-3474831
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(State
or Other Jurisdiction
of Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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60
Cutter Mill Road, Great Neck, NY
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11021
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(516)
444-3400
(Registrant’s
telephone number,
including
area code)
Not
applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
[ ]
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Written
communications pursuant to Rule 425 under the Section Act (17 CFR 230.425).
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b)).
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
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Indicate
by check mark whether the registrant is an emerging growth company as defined in 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.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Effective
July 11, 2018, Manhattan Bridge Capital, Inc. (the “
Company
”) entered into a Waiver and Amendment No. 1 to
the Amended and Restated Credit and Security Agreement (the “
Amendment
”) with Webster Business Credit Corporation
(the “
Bank
”), Flushing Bank (“
Flushing
” and together with the Bank, the “
Lenders
”)
and Assaf Ran, as guarantor. In conjunction with the execution of the Amendment, the Company also entered into an Amended and
Restated Revolving Credit Note in the principal aggregate amount of $10 million with Flushing (the “
Note
”)
and a Second Amended and Restated Fee Letter (the “
Fee Letter
”) with the Bank, each dated July 11, 2018.
Pursuant
to the terms of the Amendment, the Company’s existing line of credit with the Lenders (the “
Credit Line
”)
was increased by $5 million to $25 million in the aggregate. In addition, the interest rates relating to the Credit Line were
amended such that the interest rates now equal (i) LIBOR plus a premium, which rate aggregated approximately 6% as of July 11,
2018, or (ii) a Base Rate (as defined in the Amended and Restated Credit and Security Agreement) plus 2.25% plus a 0.5% agency
fee (as defined below), as chosen by the Company for each drawdown. The Amendment also permits the Company to repurchase, redeem
or otherwise retire its equity securities in an amount not to exceed tern percent of its annual net income from the prior fiscal
year.
Pursuant
to the terms of the Fee Letter, the Company agreed to pay the Bank an agency fee equal to 0.5% per annum (the “
Agency
Fee
”) on the actual principal amount of advances outstanding during any month.
Between
July 11, 2018 and July 12, 2018, the Company borrowed approximately $3.4 million under the Credit Line and used the proceeds to
repay an aggregate of approximately $2.4 million previously borrowed from the Company’s Chief Executive Officer, Assaf Ran,
and entities he controls, that bore interest at a rate of 6% per annum, and $1 million to a third party lender, that bore interest
at a rate of 12% per annum.
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.
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MANHATTAN
BRIDGE CAPITAL, INC.
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Dated:
July 12, 2018
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By:
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/s/
Assaf Ran
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Name:
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Assaf
Ran
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Title:
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President
and Chief Executive Officer
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