Item 1.01 Entry into a Material Definitive Agreement
Amendment No. 6 to Convertible Loan Agreement
. On December 29, 2017, Hickok Incorporated (the “Company”) and Roundball LLC, an Ohio limited liability company (“Roundball”), entered into Amendment No. 6 (“Amendment No. 6 to the Convertible Loan Agreement”) to Convertible Loan Agreement, which modifies that certain Convertible Loan Agreement (the “Convertible Loan Agreement”), dated December 30, 2011, between the Company, Roundball, the Aplin Family, and, solely with respect to Section 3 thereof, Robert L. Bauman.
Under the terms of the original Convertible Loan Agreement, Roundball was provided with the right, exercisable at its option, to cause the Company to borrow up to $466,879.8
8 from Roundball (the “Roundball Option”). Amendment No. 1 to the Convertible Loan Agreement provided the Company with the right to cause Roundball to lend up to $250,000 to it, less any amounts outstanding under the Roundball Option (the “Borrower Option”), under a convertible note issued by the Company to Roundball (the “Borrower Option Note”) on the terms and conditions applicable to any borrowings that may be made under the terms of the Convertible Loan Agreement pursuant to Roundball’s exercise of the Roundball Option. The Roundball Option and the Borrower Option were set to expire on December 30, 2017 pursuant to Amendment No. 5 to the Convertible Loan Agreement.
The description of the Convertible Loan Agreement, including Amendment No. 1, Amendme
nt No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5 thereto, set forth in the Company’s Reports on Form 8-K dated December 30, 2011, December 30, 2012, December 30, 2013, December 31, 2014, December 30, 2015, and December 27, 2016, respectively, are incorporated herein by reference.
Amendment No. 6 to the Convertible Loan Agreement
amends the existing Convertible Loan Agreement to, among other things, (i) extend the term of the Roundball Option until December 30, 2018, (ii) extend the term of the Borrower Option until December 30, 2018, and (iii) modify the terms of the Lender Conversion Option (as defined in the Convertible Loan Agreement) so as to reflect the extensions described in items (i) and (ii), above. The maturity date for any convertible notes issued pursuant to the Convertible Loan Agreement, as amended to date, is December 30, 2018.
Amendment No. 3 to Warrant Agreement
. On December 29, 2017, in partial consideration of the execution of Amendment No. 6, the Company and Roundball entered into Amendment No. 3 to Warrant Agreement (“Amendment No. 3 to the Warrant Agreement”), which modifies that certain Warrant Agreement (the “Warrant Agreement”), dated December 30, 2012, whereby the Company issued a warrant to Roundball to purchase, at its option, up to 100,000 shares of Class A Common Stock of the Company at an exercise price of $2.50 per Class A Common Share, subject to certain anti-dilution and other adjustments set forth therein. Amendment No. 3 to the Warrant Agreement amends the Warrant Agreement by extending the expiration date for exercising warrants issued by the Company to Roundball thereunder from December 30, 2017 to December 30, 2018.
The description of the Warrant Agreement, including Amendment No. 1 and Amendment N
o. 2 thereto, set forth in the Company’s Report on Form 8-K dated December 30, 2015 and December 27, 2016, respectively, are hereby incorporated herein by reference.
Roundball is an affiliate of Steven Rosen and Matthew Crawford, who are directors of th
e Company. The foregoing description of Amendment No. 6 to the Convertible Loan Agreement and Amendment No. 3 to the Warrant Agreement are qualified in their entirety by reference to the copies thereof which are attached hereto as Exhibits 10.1 and 10.2, respectively, and incorporated by reference in this Item 1.01.