TSS, Inc. Files 8-K on Material Agreements & Obligations

TL;DR

TSS, Inc. dropped an 8-K detailing new material agreements and financial obligations as of year-end 2024.

AI Summary

TSS, Inc. filed an 8-K on January 7, 2025, reporting on events as of December 31, 2024. The filing indicates the entry into a material definitive agreement, the creation of a direct financial obligation, and Regulation FD disclosures. It also includes other events and financial statements/exhibits.

Why It Matters

This 8-K filing signals significant corporate actions, including new financial obligations and definitive agreements, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and financial obligations, which inherently carry risks that could affect the company's financial health.

Key Players & Entities

• TSS, Inc. (company) — Registrant
• December 31, 2024 (date) — Date of earliest event reported
• January 7, 2025 (date) — Date of report
• Fortress International Group, Inc. (company) — Former company name

FAQ

Key Financial Figures

• $0.0001 — ange on which registered Common Stock, $0.0001 Par Value TSSI The Nasdaq Stock Mar
• $20,000,000 — "). The Credit Agreement provides for a $20,000,000 term loan facility and the option for a
• $5,000,000 — term loans up to an aggregate amount of $5,000,000. In connection with the term loan, VT
• $1,000,000 — sted by VTC must be a minimum amount of $1,000,000 and must be requested in accordance wit
• $150 million — Company to raise up to an aggregate of $150 million through the issuance and sale of its co

Filing Documents

• tssi_8k.htm (8-K) — 30KB
• tssi_ex101.htm (EX-10.1) — 905KB
• tssi_ex102.htm (EX-10.2) — 8KB
• tssi_ex103.htm (EX-10.3) — 188KB
• tssi_ex991.htm (EX-99.1) — 11KB
• 0001654954-25-000152.txt ( ) — 1512KB
• tssi-20241231.xsd (EX-101.SCH) — 6KB
• tssi-20241231_lab.xml (EX-101.LAB) — 14KB
• tssi-20241231_cal.xml (EX-101.CAL) — 1KB
• tssi-20241231_pre.xml (EX-101.PRE) — 9KB
• tssi-20241231_def.xml (EX-101.DEF) — 2KB
• tssi_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On December 31, 2024, VTC, L.L.C. ("VTC"), a wholly owned subsidiary of TSS, Inc. (the "Company"), entered into a Credit Agreement (the "Credit Agreement") with Susser Bank ("Susser"). The Credit Agreement provides for a $20,000,000 term loan facility and the option for additional uncommitted incremental term loans up to an aggregate amount of $5,000,000. In connection with the term loan, VTC entered into a promissory note with Susser in the original principal amount of $20,000,000 (the "Note"). Interest accrues at a rate per annum equal to the lesser of (a) the maximum interest rate which may be charged under Texas law (the "Maximum Rate") and (b) the greater of (i) the Adjusted Term SOFR (as defined in the Credit Agreement) plus 3.0% and (ii) 4.5% (the interest rate described in clause (b) the "Applicable Rate"). Upon an event of default, interest shall accrue at a rate equal to the Applicable Rate plus 2%, but in no event shall it exceed the Maximum Rate. Payments of principal and interest under the Note are due and payable monthly, with an interest-only period commencing on February 5, 2025 through the Term Loan Commitment Termination Date (as defined in the Credit Agreement), and principal and interest payments beginning with the monthly payment thereafter until the Maturity Date (as defined below). The "Maturity Date" means the earlier of (x) January 5, 2030 and (y) an event of default as described in the Credit Agreement. Any incremental term loan requested by VTC must be a minimum amount of $1,000,000 and must be requested in accordance with the terms of the Credit Agreement. Any incremental term loan shall be on the same terms as the Note, including the Maturity Date and payment terms. VTC's obligations under the Note and the Credit Agreement are guaranteed by the Company and are secured by a first priority lien on substantially all of VTC's and the Company's assets pursuant to the terms of a Se

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On January 7, 2025, the Company issued a press release announcing the transactions with Susser and the Registration Statement (defined below). A copy of the press release is being furnished herewith as Exhibit 99.1. 2

01. Other Events

Item 8.01. Other Events. On January 7, 2025, the "Company filed a "universal shelf" registration statement on Form S-3 (the "Registration Statement") with the Securities and Exchange Commission (the "SEC"). The Registration Statement would allow the Company to raise up to an aggregate of $150 million through the issuance and sale of its common shares, preferred shares, debt securities, warrants and units in one or more offerings from time to time after the Registration Statement is declared effective by the SEC. If the Company decides to raise capital in a future offering using the Registration Statement, it will describe the specific details of that future offering in a prospectus supplement that is filed with the SEC. The Company believes that the Registration Statement is a prudent corporate housekeeping measure that will provide greater financial flexibility in the coming years.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. 10.1 Credit Agreement, dated December 31, 2024* 10.2 Term Loan Note, dated December 31, 2024 10.3 Security Agreement, dated December 31, 2024 99.1 Press Release, dated January 7, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Portions of this exhibit have been omitted in accordance with Item 601(b)(10) of Regulation S-K. The registrant agrees to furnish a supplemental copy of any omitted schedule (or similar attachment) to the Securities and Exchange Commission upon request 3

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. TSS, INC. By: /s/ Daniel M. Chism Daniel M. Chism Chief Financial Officer Date: January 7, 2025 4

View Full Filing

View this 8-K filing on SEC EDGAR