Current Report Filing (8-k)
17 Janvier 2023 - 11:03PM
Edgar (US Regulatory)
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2023-01-13 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):
January 13, 2023
PARTS iD, Inc.
(Exact name of Registrant as Specified in Its Charter)
Delaware |
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001-38296 |
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81-3674868 |
(State or
Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(IRS
Employer
Identification No.) |
1 Corporate Drive
Suite C
Cranbury,
New Jersey
08512
(Address of Principal Executive Offices, including Zip
Code)
(609)
642-4700
(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 Instructions
A.2. below):
☐ |
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
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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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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol |
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Name of exchange on which registered |
Class A Common Stock |
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ID |
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NYSE American |
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.
As previously disclosed on a Current Report on Form 8-K filed with
the Securities and Exchange Commission (the “SEC”) on October 26,
2022, on October 21, 2022 (the “Issue Date”), PARTS iD, Inc. (the
“Company”) entered into a Loan and Security Agreement (the “Loan
Agreement”) with JGB Collateral, LLC, a Delaware limited liability
company, in its capacity as collateral agent (the “Agent”) and the
several financial institutions or entities that from time to time
become parties to the Loan Agreement as lenders (collectively, the
“Lender”).
As previously disclosed on a Current Report on Form 8-K filed with
the SEC on January 6, 2023, PARTS iD, Inc. (the “Company”) notified
the Agent and the Lender that it will not be in compliance with the
Consolidated Quarterly Net Revenue Covenant (as defined in the Loan
Agreement) for the calendar quarter ended December 31, 2022 (the
“Subject Default”). As a result of the Subject Default, an Event of
Default (as defined in the Loan Agreement) was triggered under the
Loan Agreement and the Company had $5,507,333.33 immediately due
and payable under the Loan Agreement, unless a forbearance
agreement was reached with the Agent and the Lender.
On January 17, 2023, the Company entered into a Forbearance
Agreement and Reservation of Rights (the “Forbearance Agreement”)
with the Agent and the Lender with respect to the Subject Default.
The Forbearance Agreement provides that both the Agent and the
Lender will not exercise or pursue any rights or remedies under the
Loan Agreement or any other Loan Document (as defined in the Loan
Agreement) until the earlier of (i) April 30, 2023 or (ii) that
certain date when the Lender or Agent become aware that any Event
of Default (other than the Subject Default) has occurred and is
continuing, in exchange for certain forbearance payments in the
aggregate amount of $50,000 to be paid by the Company to the Lender
pursuant to Section 3.3 of the Forbearance Agreement.
The foregoing description of the Forbearance Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Forbearance Agreement, a copy of
which is filed herewith as Exhibit 10.1 and is incorporated herein
by reference.
Item 8.01 Other Events.
On January 17, 2023, the Company issued a press release announcing
the engagement of Canaccord Genuity, Inc., as its advisor, in
connection with the exploration and evaluation of strategic
alternatives. The full text of the press release is attached hereto
as Exhibit 99.1 and incorporated herein by reference.
On January 17, 2023, the Company and the Lender agreed to extend
the period in which the Company has to register for resale the
shares of common stock underlying the warrant issued to the Lender
in connection with the Loan Agreement from 90 days following the
Issue Date to February 3, 2023.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed as part of this
report:
Exhibit No. |
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Description |
10.1 |
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Forbearance Agreement and Reservation
of Rights, dated as of January 17, 2023, by and among PARTS iD,
Inc., PARTS iD, LLC, the Lenders party thereto and JGB Collateral
LLC, as agent. |
99.1 |
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PARTS iD, Inc. News
Release dated January 17, 2023. |
104 |
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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 thereunto duly authorized.
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PARTS ID, INC. |
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Date: January 17, 2023 |
By: |
/s/
Antonino Ciappina |
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Name: |
Antonino
Ciappina |
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Title: |
Chief Executive Officer |
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PARTS iD (AMEX:ID)
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De Fév 2023 à Mar 2023
PARTS iD (AMEX:ID)
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