Arq, Inc. Enters New Agreement, Terminates Old One

TL;DR

Arq, Inc. just signed a new deal and ditched an old one, creating new financial obligations.

AI Summary

On December 27, 2024, Arq, Inc. entered into a material definitive agreement and simultaneously terminated another. The company also created a direct financial obligation. The filing indicates a Regulation FD disclosure and includes financial statements and exhibits.

Why It Matters

This filing signals significant changes in Arq, Inc.'s contractual and financial obligations, potentially impacting its operational structure and financial health.

Risk Assessment

Risk Level: medium — Entering new agreements and terminating old ones, especially with associated financial obligations, introduces uncertainty and potential risks.

Key Players & Entities

• Arq, Inc. (company) — Registrant
• December 27, 2024 (date) — Date of earliest event reported
• 8051 E. Maplewood Avenue, Suite 210, Greenwood Village, CO 80111 (address) — Principal executive offices
• Advanced Emissions Solutions, Inc. (company) — Former company name

FAQ

Key Financial Figures

• $0.001 — ich registered Common stock, par value $0.001 per share ARQ Nasdaq Global Market In
• $30,000,000 — er which the Borrowers may borrow up to $30,000,000 (such amount, the "Revolving Loan Commi
• $11,077,000 — Global Loan Agreement of approximately $11,077,000, a prepayment premium of approximately
• $220,000 — , a prepayment premium of approximately $220,000, which amount was 1 equal to 2.0% of
• $153,000 — and expenses amounting to approximately $153,000. Jeremy Blank, a member of the Company

Filing Documents

• ades-20241227.htm (8-K) — 50KB
• ex101creditsecurityandguar.htm (EX-10.1) — 1175KB
• ex991-pressreleaserefinanc.htm (EX-99.1) — 13KB
• arqprletterheadv21.jpg (GRAPHIC) — 97KB
• picture1.jpg (GRAPHIC) — 10KB
• 0001515156-25-000002.txt ( ) — 1715KB
• ades-20241227.xsd (EX-101.SCH) — 2KB
• ades-20241227_lab.xml (EX-101.LAB) — 22KB
• ades-20241227_pre.xml (EX-101.PRE) — 13KB
• ades-20241227_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 27, 2024 (the "Closing Date "), Arq, Inc. (the "Company") and certain of its subsidiaries (collectively, the "Borrowers"), entered into a Credit, Security and Guaranty Agreement (the "Revolving Credit Agreement ") with MidCap Funding IV Trust, in its capacity as agent, the lenders from time to time party thereto, and any entities that become party thereto as Guarantors. All capitalized terms not defined herein have the meanings given to them in the Revolving Credit Agreement. The Revolving Credit Agreement provides for a secured revolving credit facility (the " Revolving Facility ") under which the Borrowers may borrow up to $30,000,000 (such amount, the "Revolving Loan Commitment") at any one time, the availability of which is determined based on a borrowing base equal to percentages of certain eligible accounts receivable and inventory carrying balances of the Borrowers, less applicable reserves established under the Revolving Credit Agreement, in accordance with a formula set forth in the Revolving Credit Agreement. All borrowings under the Revolving Facility are subject to the satisfaction of customary conditions, including the absence of default, the accuracy of representations and warranties in all material respects and the delivery of an updated borrowing base certificate on a periodic basis. The Revolving Facility has a maturity date of December 27, 2029. Each of the Borrowers are jointly and severally liable for all of the obligations under the Revolving Facility on the terms set forth in the Revolving Credit Agreement. The Borrowers' obligations under the Revolving Credit Agreement are secured by first-priority liens on substantially all of the Borrowers' assets, including, without limitation, all inventory, equipment, accounts, intellectual property and other assets of the the Borrowers, subject to certain negotiated exceptions. Borrowings under the Revolving Credit Agreement shall bea

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. On December 27, 2024, in connection with the Closing of the Revolving Credit Agreement described above in Item 1.01 of this Current Report on Form 8-K, the Company repaid in full all amounts outstanding and due under the Term Loan and Security Agreement, dated February 1, 2023, by and among the Company (f/k/a Advanced Emissions Solutions, Inc.), certain subsidiaries of the Company, CF Global Credit, LP, as administrative agent ("CF Global"), and the lenders from time to time party thereto (the "CF Global Loan Agreement") and terminated the CF Global Loan Agreement. The Company made a final payment of approximately $ 11,450,000 to CF Global, consisting of outstanding principal and accrued interest under the CF Global Loan Agreement of approximately $11,077,000, a prepayment premium of approximately $220,000, which amount was 1 equal to 2.0% of the carrying balance of the CF Global Loan Agreement on the date of the CF Global Loan Agreement, and other fees and expenses amounting to approximately $153,000. Jeremy Blank, a member of the Company's Board of Directors, is the general partner of the indirect parent of CF Global, and, prior to the termination of the CF Global Loan Agreement, Mr. Blank's equity interest in CF Global entitled him to receive up to 10% of the earnings through CF Global on the term loan governed by the CF Global Loan Agreement. A description of the CF Global Loan Agreement is included in Item 1.01 of the Current Report on Form 8-K filed by the Company on February 1, 2023 and 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 information provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.

01 Regulation FD

Item 7.01 Regulation FD. On January 2, 2025 , the Company issued a press release announcing the Revolving Credit Agreement described in Item 1.01 of this Current Report on Form 8-K. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. The information contained in this Item 7.01 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act" ), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Credit, Security and Guaranty Agreement , d ated as of December 27, 2024 , by and among Arq, Inc., certain subsidiaries of Arq, Inc., MidCap Funding IV Trust as agent, and the lenders from time to time party thereto. * 99.1 Press Release d ated January 2 , 202 5 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the SEC. Filings for the Company were made under the name Advanced Emissions Solutions, Inc. (File No. 001-37822) starting on July 6, 2016. On February 1, 2024, the Company changed its name to Arq, Inc. 2

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: January 2, 2025 Arq, Inc. /s/ Robert Rasmus Robert Rasmus Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR