Current Report Filing (8-k)
November 01 2022 - 03:47PM
Edgar (US Regulatory)
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2022-10-25 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):
October 25, 2022
Commission
File Number:
000-56047
ADM Endeavors, Inc.
(Exact name of Registrant as specified in its charter)
|
Nevada |
|
45-0459323 |
|
(State
of incorporation) |
|
(IRS
Employer ID Number) |
5941 Posey Lane
Haltom City,
TX
76117
(Address
of principal executive offices)
(817)
840-6271
Registrant’s
telephone number, including area code
Securities
registered pursuant to Section 12(b) of the Act:
|
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
|
N/A |
|
N/A |
|
N/A |
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 (§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.
Effective
as of October 25, 2022, ADM Endeavors, Inc., a Nevada corporation
(the “Company”),
and Just Right Products, Inc., the Company’s Texas subsidiary (the
“Subsidiary,” and
together with the Company, the “Borrowers”), entered into a
Construction Loan Agreement (the “Loan Agreement”) with, and
issued an accompanying Promissory Note (the “Note”) to, CapTex Bank, a Texas
banking association (the “Lender”), pursuant to which the
Lender agreed to loan up to $4,618,960 to the Borrowers for the
construction of improvements on and refinance of the Borrowers’
approximately 18-acre real properties located at 1900 East Loop 820
Fort Worth, Tarrant County, Texas, 76112 (the “Property”), as well as the real
property leased to the Subsidiary and used by the Company as its
headquarters located at 5941 Posey Lane, Haltom City, Tarrant
County, Texas, 76117.
Pursuant to Loan Agreement and Note, the Borrowers agreed to (i)
pay interest on amounts advanced to the Borrowers under the Loan
Agreement at the rate of 5.5% per annum, subject to adjustment on
October 25, 2027, to 1% over the U.S. prime rate (subject to a cap
at the lesser of 18% or the maximum amount permitted by law); (ii)
make monthly payments of interest to the Lender beginning on
November 25, 2022, through and including April 25, 2024, and
thereafter beginning on May 25, 2024, monthly principal and
interest payments in the amount of $26,458.87, through and
including October 25, 2032 (the “Maturity Date”), on which
Maturity Date all unpaid principal and interest shall be due; and
(iii) pay an origination fee to the Lender in the amount of
$46,189.60 plus reasonable attorney fees.
The Borrowers’ obligations to the Lender under the Loan Agreement
and Note are secured by Deeds of Trust to the Property executed by
the Borrowers in favor the Lender, as well as the personal guaranty
of Marc Johnson, President and CEO of the Company.
The
foregoing description of the Loan Agreement and Note is qualified
by reference to the full text of the Loan Agreement and Note, which
are filed herewith as Exhibits 10.1 and 10.2, respectively, and
incorporated by reference into this Item 1.01.
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 above is incorporated by reference in this
Item 2.03.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
|
Exhibit
Number |
|
Description |
|
10.1 |
|
Construction
Loan Agreement, dated as of October 25, 2022, by and among ADM
Endeavors, Inc., Just Right Products, Inc., and CapTex
Bank |
|
10.2 |
|
Promissory
Note, dated as of October 25, 2022, by ADM Endeavors, Inc., and
Just Right Products, Inc., in favor of CapTex Bank |
|
104 |
|
Cover Page Interactive Data File (Embedded within the Inline XBRL
document and included in Exhibit) |
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.
| |
ADM
Endeavors, Inc. |
|
|
|
|
| Date:
November 1, 2022 |
By: |
/s/
Marc Johnson |
| |
|
Marc
Johnson |
| |
|
Chief
Executive Officer |
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