UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  February 29, 2024

 

WIDEPOINT CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

001-33035

 

52-2040275

(State or Other Jurisdiction

of Incorporation)

 

(Commission File Number)

 

(I.R.S. Employer

Identification No.)

 

11250 Waples Mill Road, South Tower 210, Fairfax, Virginia

 

22030

(Address of Principal Executive Office)

 

(Zip Code)

  Registrant’s telephone number, including area code: (703) 349-2577 

______________________________________________________________________________

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).  Emerging growth company    ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ☐

Securities Registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

Trading Symbol

Name of Exchange on Which Registered

Common Stock, $0.001 par value per share

WYY

NYSE American

 

 

 

  

Item 1.01 Entry into a Material Definitive Agreement.

 

The information set forth under Item 2.03, “Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant,” 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.

 

On February 29, 2024, WidePoint Corporation and its subsidiaries (the “Company”), as borrower, entered into a Loan and Security Agreement (the “Loan”) and Promissory Note (the “Note,” and, together with the Loan, the “Agreements”) with Old Dominion National Bank.  The Agreements provide for a new $4,000,000 revolving line of credit facility (the “Credit Facility”).

 

Advances under the Credit Facility are subject to a borrowing base equal to the lesser of (i) $4,000,000 or (ii) 80% of eligible accounts receivable.  Interest accrues on the outstanding principal balance of the Credit Facility at an annual rate equal to the Prime Rate published in The Wall Street Journal, subject to a floor rate of 7.25%.  Outstanding interest on the amount borrowed is payable monthly and all outstanding interest and principal is due on the maturity date of February 28, 2025.  The Credit Facility includes customary covenants and events of default, including the following items that are measured annually commencing December 31, 2024: (i) a minimum tangible net worth of $2.0 million; (ii) a minimum annual EBITDA of $1.0 million  and (iii) a ratio of current assets to current liabilities of not less than 1.0 to 1.0.

 

The description of the Agreements set forth above are qualified by reference to the Loan filed herewith as Exhibit 10.1 and Note filed herewith as Exhibit 10.2, which exhibits are incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

 

 

(d)

Exhibits

 

10.1

Loan and Security Agreement with Old Dominion National Bank

 

 

10.2

Promissory Note in favor of Old Dominion National Bank

 

 

104

Page Interactive Data File (embedded within the Inline XBRL document)

 

 

2

 

 

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.

 

 WIDEPOINT CORPORATION
    
Date: March 1, 2024   /s/ Jin Kang

 

 

Jin Kang 
  Chief Executive Officer 
    

 

 

3

 

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Cover
Feb. 29, 2024
Cover [Abstract]  
Entity Registrant Name WIDEPOINT CORPORATION
Entity Central Index Key 0001034760
Document Type 8-K
Amendment Flag false
Entity Emerging Growth Company false
Document Period End Date Feb. 29, 2024
Entity File Number 001-33035
Entity Incorporation State Country Code DE
Entity Tax Identification Number 52-2040275
Entity Address Address Line 1 11250 Waples Mill Road
Entity Address Address Line 2 South Tower 210
Entity Address City Or Town Fairfax
Entity Address State Or Province VA
Entity Address Postal Zip Code 22030
City Area Code 703
Local Phone Number 349-2577
Security 12b Title Common Stock, $0.001 par value per share
Trading Symbol WYY
Security Exchange Name NYSE
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
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