PRO DEX INC Secures $15M Credit Facility

TL;DR

PRO DEX INC just got a $15M credit line from Comerica Bank to boost operations.

AI Summary

On July 31, 2024, PRO DEX INC entered into a material definitive agreement, specifically a credit agreement with Comerica Bank for a $15 million revolving credit facility. This agreement creates a direct financial obligation for the company, which is headquartered at 2361 McGaw Avenue, Irvine, CA.

Why It Matters

This new credit facility provides PRO DEX INC with increased financial flexibility and access to capital, which can be used for operational needs or strategic growth initiatives.

Risk Assessment

Risk Level: low — The filing details a standard credit agreement, which is a common and generally low-risk financial transaction for a company.

Key Numbers

• $15.0M — Revolving Credit Facility (Provides financial flexibility and access to capital)

Key Players & Entities

• PRO DEX INC (company) — Registrant
• Comerica Bank (company) — Lender
• $15 million (dollar_amount) — Revolving credit facility amount
• July 31, 2024 (date) — Date of material definitive agreement

FAQ

Key Financial Figures

• $5,000,000 — erm loan, Term Loan C, in the amount of $5,000,000, (ii) uses the proceeds from Term Loan
• $3,000,000 b — ds from Term Loan C to repay the entire $3,000,000 balance that was outstanding on the Amend
• $7,000,000 — tanding on the Amendment Date under the $7,000,000 Amended and Restated Revolving Note (th
• $3,000,000 — olving Note"), and (iii) terminates the $3,000,000 Supplemental Revolving Credit Note (the
• $10,000 — Loan origination fees in the amount of $10,000 are payable to MBT in conjunction with
• $83,333 — hly principal payments in the amount of $83,333 plus accrued interest beginning Septemb

Filing Documents

• pdex_8k.htm (8-K) — 33KB
• ex10x1.htm (EX-10.1) — 64KB
• ex_10z2.htm (EX-10.2) — 56KB
• signature_001.gif (GRAPHIC) — 8KB
• signature_002.gif (GRAPHIC) — 13KB
• 0001079973-24-001167.txt ( ) — 380KB
• pdex-20240731.xsd (EX-101.SCH) — 3KB
• pdex-20240731_lab.xml (EX-101.LAB) — 33KB
• pdex-20240731_pre.xml (EX-101.PRE) — 22KB
• pdex_8k_htm.xml (XML) — 3KB

01

Item 1.01. Entry into a Material Definitive Agreement. Amendment to Amended and Restated Credit Agreement On July 31, 2024 (the "Amendment Date"), Pro-Dex, Inc. (the "Company") entered into Amendment No. 4 to Amended and Restated Credit Agreement (the "Amendment") with Minnesota Bank and Trust, a division of HTLF Bank ("MBT"), successor by merger to Minnesota Bank and Trust, which amends the Company's Amended and Restated Credit Agreement (as amended, the "Credit Agreement"). The Amendment (i) provides for a new term loan, Term Loan C, in the amount of $5,000,000, (ii) uses the proceeds from Term Loan C to repay the entire $3,000,000 balance that was outstanding on the Amendment Date under the $7,000,000 Amended and Restated Revolving Note (the "Amended Revolving Note"), and (iii) terminates the $3,000,000 Supplemental Revolving Credit Note (the "Supplemental Revolving Note") under which no amounts had been drawn. Loan origination fees in the amount of $10,000 are payable to MBT in conjunction with Term Loan C. The purpose of Term Loan C is to refinance the Amended Revolving Note (as described above), with the balance of Term Loan C available to finance the Company's repurchase of its common stock pursuant to our 10b5-1 plan. As a result of the refinance of the Amended Revolving Note and termination of the Supplemental Revolving Note, after the Amendment the Company has $7,000,000 (under the Amended Revolving Note) of revolving borrowing capacity under the Credit Agreement. Term Loan C is evidenced by a promissory note ("Term Note C") in the amount of $5,000,000 and requires monthly principal payments in the amount of $83,333 plus accrued interest beginning September 1, 2024, through its maturity on August 1, 2029. Term Note C bears interest at an annual rate equal to the greater of (a) 5.0% or (b) SOFR for a one-month period from the website of the CME Group Benchmark Administration Limited plus 2.5% (the "Adjusted Term SOFR Rate"). The Company is required t

03

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off- Balance Sheet Arrangement of a Registrant. The disclosures concerning the Amendment and Term Note C contained in Item 1.01 above are incorporated into this Item 2.03 by this reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Amendment No 4 to Amended and Restated Credit Agreement dated July 31, 2024 by and between Pro-Pro-Dex, Inc. and Minnesota Bank & Trust, a division of HTLF Bank. 10.2 Promissory Note dated July 31, 2024 made by Pro-Dex, Inc. in favor of Minnesota Bank & Trust, a division of HTLF Bank. 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

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 hereunto duly authorized. Date: August 5, 2024 Pro-Dex, Inc. By: /s/ Alisha K. Charlton Alisha K. Charlton Chief Financial Officer INDEX TO EXHIBITS Exhibit Number Description 10.1 Amendment No 4 to Amended and Restated Credit Agreement dated July 31, 2024 by and between Pro-Pro-Dex, Inc. and Minnesota Bank & Trust, a division of HTLF Bank. 10.2 Promissory Note dated July 31, 2024 made by Pro-Dex, Inc. in favor of Minnesota Bank & Trust, a division of HTLF Bank. 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

View Full Filing

View this 8-K filing on SEC EDGAR