Current Report Filing (8-k)
April 17 2020 - 05:01PM
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 earliest event reported:
April 15, 2020
TSR,
Inc.
(Exact Name of Registrant as Specified in
Charter)
Delaware
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00-8656
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13-2635899
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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400 Oser Avenue, Suite 150, Hauppauge, NY 11788
(Address of Principal Executive Offices)
(Zip Code)
(631) 231-0333
(Registrant’s telephone number, including
area code)
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):
☐
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Written
communications pursuant to Rule 425 under the Securities 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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Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class
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Trading
Symbol(s)
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Name
of Each Exchange On Which Registered
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Common Stock, par value $0.01 per share
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TSRI
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NASDAQ Capital Market
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Preferred Share Purchase Rights1
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1Registered pursuant to Section 12(b) of the Act
pursuant to a Form 8-A filed by the registrant on March 15, 2019. Until the Distribution Date (as defined in the registrant’s
Rights Agreement dated August 29, 2019), the Preferred Share Purchase rights will be transferred only with the share of the registrant’s
Common Stock to with the Preferred Share Purchase Rights are attached.
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. ☐
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Item 1.01
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Entry into a Material Definitive Agreement
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On April 15, 2020, TSR,
Inc. (the “Company”) received loan proceeds of $6,659,220 under the Paycheck Protection Program (the “PPP Loan”).
The Paycheck Protection Program (“PPP”) was established under the recent congressionally-approved Coronavirus Aid,
Relief, and Economic Security Act (the “CARES Act”) and is administered by the U.S. Small Business Administration.
The PPP Loan to the Company is being made through JPMorgan Chase Bank, N.A., a national banking association (the “Lender”).
The term of the PPP Loan
is two years. The annual interest rate on the PPP Loan is 0.98%. Payments of principal and interest on the loan will be deferred
for the first six months of the term of the loan. The promissory note evidencing the PPP Loan contains customary events of default
relating to, among other things, payment defaults, breach of representations and warranties, or provisions of the promissory note.
The occurrence of an event of default may trigger the immediate repayment of all amounts outstanding, collection of all amounts
owing from the Company, and/or filing suit and obtaining a judgment against the Company.
Under the terms of the
CARES Act, PPP Loan recipients can apply for and be granted forgiveness for all or a portion of loans granted under the PPP. Such
forgiveness will be determined, subject to limitations, based on the use of loan proceeds for payroll costs and mortgage interest,
rent or utility costs and the maintenance of employee and compensation levels. No assurance is provided that the Company will obtain
forgiveness of the PPP Loan in whole or in part.
The foregoing description
of the Promissory Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Promissory
Note attached to this Form 8-K as Exhibit 10.1 and incorporated herein by reference.
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Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of the Registrant
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The disclosure
in Item 1.01 and Exhibit 10.1 of this report are incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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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.
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TSR, Inc.
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By:
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/s/ John G. Sharkey
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John G. Sharkey
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Senior Vice President and
Chief Financial Officer
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Dated: April 17, 2020
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