Mitek Systems Reports Material Agreement & New Obligation

TL;DR

**Mitek Systems just filed an 8-K about a new material agreement and financial obligation, but specific details are missing.**

AI Summary

MITEK SYSTEMS, INC. filed an 8-K on February 14, 2024, reporting events that occurred on February 13, 2024. The filing indicates the company entered into a material definitive agreement and created a direct financial obligation. Specific details regarding the nature or terms of these events are not provided in this excerpt of the filing.

Why It Matters

This filing signals significant corporate actions, potentially impacting Mitek Systems' financial structure or operational strategy, though specific details are not available in this excerpt to assess the full impact.

Risk Assessment

Risk Level: medium — The filing indicates the creation of a direct financial obligation and a material definitive agreement, which could significantly impact the company's financial health or operations, but without specific details, the exact impact is unknown.

Key Players & Entities

• MITEK SYSTEMS, INC. (company) — registrant
• Delaware (state) — jurisdiction of incorporation
• 001-35231 (identifier) — Commission File Number
• 87-0418827 (identifier) — IRS Employer Identification No.
• 600 B Street, Suite 100 San Diego, California 92101 (address) — principal executive offices
• (619) 269-6800 (phone_number) — registrant's telephone number
• February 13, 2024 (date) — date of earliest event reported
• February 14, 2024 (date) — filed as of date

FAQ

Key Financial Figures

• $0.001 — ich registered Common Stock, par value $0.001 per share MITK The NASDAQ Capital Marke
• $35,000,000 — redit whereby Borrower may borrow up to $35,000,000 (the "Revolving Line") with an addition
• $15,000,000 — he "Revolving Line") with an additional $15,000,000 to be advanced under the Revolving Line
• $87,500 — t also pay Bank (i) a commitment fee of $87,500 and (ii) an "Unused Revolving Line Faci
• $500,000 — e maturity of indebtedness in excess of $500,000. If any event of default occurs and is

Filing Documents

• mitk-20240213.htm (8-K) — 39KB
• mitk-20240213xex101xsvbxmi.htm (EX-10.1) — 460KB
• mitk-20240213xex991xpressr.htm (EX-99.1) — 10KB
• 0000807863-24-000017.txt ( ) — 730KB
• mitk-20240213.xsd (EX-101.SCH) — 2KB
• mitk-20240213_lab.xml (EX-101.LAB) — 23KB
• mitk-20240213_pre.xml (EX-101.PRE) — 12KB
• mitk-20240213_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On February 13, 2024 (the "Closing Date"), Mitek Systems, Inc. (the "Company"), A2iA Corp., and ID R&D, Inc. (jointly and severally, individually and collectively, "Borrower") entered into a Loan and Security Agreement (the "Credit Agreement") with Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (the "Bank"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Credit Agreement. The Credit Agreement provides for a revolving line of credit whereby Borrower may borrow up to $35,000,000 (the "Revolving Line") with an additional $15,000,000 to be advanced under the Revolving Line at the sole discretion of the Bank. The Revolving Line is secured on a first priority basis by Borrower's assets. Any newly formed or acquired subsidiary of Borrower or any Guarantor, will either join the Credit Agreement as a co-borrower or become a Guarantor under the Credit Agreement, as determined by the Bank in its sole discretion. Borrower intends to use the Revolving Line for working capital and general business purposes. The Revolving Line terminates, and any outstanding principal amount of all advances made thereunder, and any accrued and unpaid interest thereon, become immediately due and payable on the earlier of (a) the three year anniversary of the Closing Date and (b) the date that is within 90 days of the maturity date of the "2026 Convertible Note" if such notes are outstanding as of such date. "2026 Senior Convertible Note" means the existing unsecured Indebtedness issued pursuant to that certain Indenture between the Company as issuer and UMB Bank, National Association as Indenture Trustee dated as of February 5, 2021, which provide for the issuance from time to time of debentures, notes or other debt instruments of Borrower, to be issued in one or more series. Borrowings under the Credit Agreement generally bear interest at a variable rate equal to (a) ter

03 Creation of a Direct Financial Obligation

Item 2.03 Creation of a Direct Financial Obligation. The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the Credit Agreement is incorporated herein by reference into this Item 2.03.

01 Other Events

Item 8.01 Other Events. On February 13, 2024, Mitek Systems, Inc. (the "Company") received an Additional Staff Determination (the "Staff Determination") from the Listing Qualifications Department ("Staff") of The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the "Rule"), as a result of the Company's failure to file its Quarterly Report on Form 10-Q for the quarter ended December 31, 2023 (the "Form 10-Q") in a timely manner, which serves as an additional basis for delisting the Company's securities from Nasdaq. The Company remains delinquent in filing its Form 10-K for the year ended September 30, 2023 (the "Form 10-K"). The Rule requires listed companies to timely file all required periodic reports with the Securities and Exchange Commission (the "SEC"). The Company previously reported in Forms 12b-25 filed with the SEC on December 15, 2023 and February 9, 2024, that the Company was unable to file the Form 10-K and Form 10-Q within the prescribed time period without unreasonable effort or expense. As previously reported, the Company is subject to a Mandatory Panel Monitor for a period of one year, or until November 6, 2024, which requires the Staff to promptly issue a delisting determination in the event that the Company fails to maintain compliance with the Rule. As previously disclosed on December 18, 2023, the Company intended to appeal a determination by the Nasdaq Listing Qualifications Department to delist the Company's securities due to the Company's failure to timely file the Form 10-K with the SEC. On December 26, 2023, the Company timely requested a hearing before the Nasdaq Hearings Panel (the "Panel") and requested that the automatic stay of suspension be extended through the completion of the hearings process and the expiration of any additional extension period granted by the Panel following the hearing. The hearing is scheduled for March 19, 2024 and the request f

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Credit Agreement Dated February 13, 2024 99.1 Press Release issued by Mitek Systems, Inc. on February 13, 2024 104 Cover Page Interactive Data File, formatting Inline Extensible Business Reporting Language (iXBRL)

SIGNATURES

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. Mitek Systems, Inc. February 13, 2024 By: /s/ David Lyle David Lyle Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR