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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
March 14, 2023
Date of Report (date of earliest event reported)
APYX MEDICAL CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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0-12183 |
11-2644611
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(State or other jurisdiction of incorporation or
organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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5115 Ulmerton Road, Clearwater, Florida 33760
(Address of principal executive offices, zip code)
(727) 384-2323
(Issuer's telephone number)
_____________________________________________________________
(Former name or former address, if changed since last
report.)
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 (see General Instruction A.2.
below):
☐
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))
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Class A common stock |
APYX |
Nasdaq Global Select Market |
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.
o
Item 1.01 Entry into a Material Definitive Agreement.
Sale-Leaseback of 5115 Ulmerton Road, Clearwater,
Florida:
On March 14, 2023, Apyx Medical Corporation (the “Company”) entered
into a Purchase and Sale Agreement (the “Purchase Agreement”) with
VK Acquisitions VI, LLC (the “Purchaser”), for the sale of the
Company’s facility located at 5115 Ulmerton Road, Clearwater,
Florida, as more fully described in the Purchase Agreement
(collectively, the “Property”) for a purchase price of $7,650,000.
The Purchase Agreement is subject to the satisfactory completion of
due diligence by the Purchaser within thirty (30) days from the
date of execution, during which time the Purchaser retains the
right to cancel the Purchase Agreement. The closing shall occur
five (5) days following the expiration of the due diligence period.
Upon execution of the Purchase Agreement, the Purchaser paid a down
payment of $400,000 into escrow, which shall be held in accordance
with the Purchase Agreement.
Pursuant to the terms of the Purchase Agreement, the transaction is
not conditioned upon Purchaser obtaining any form of financing. The
Purchase Agreement contains customary representations, warranties
and covenants.
In accordance with the terms of the Purchase Agreement, upon the
closing of the sale of the Property, the Company will enter into a
Single Tenant Industrial Building Lease (the “Lease”) with the
Purchaser, pursuant to which the Property will be leased back to
the Company. The Lease will have an initial term of ten (10) years
commencing from the closing (the “Initial Term”), and a renewal
term of five (5) years, exercisable at the Company’s option. The
annual fixed rent will be $619,500 for the first year of the
Initial Term, and will be subject to a 4% escalation every year
thereafter through the Initial Term. Rent will be reset to the
current market rate should the Company exercise the renewal option.
The Lease provides for a 3% management fee on rent payments
throughout the Initial Term and optional renewal term.
The Lease is a triple net lease, pursuant to which all costs,
expenses, and obligations relating to the Property, including,
repair and maintenance charges, utility charges, real estate taxes
or other taxes that may be imposed that relate to the Property,
shall be paid by the Company. In addition, the Lease contains other
customary terms and provisions generally contained within leases of
this type.
The net cash proceeds the Company expects to receive following
closing is approximately $6,700,000 after taxes, expenses, and
fees. This estimate is subject to the consummation of the
transaction and the finalization of the Company’s obligations
associated with the sale. The Company anticipates that the net cash
proceeds will be used to strengthen its balance sheet and provide
working capital.
The foregoing is a summary of the material terms of the Purchase
Agreement and Lease and is qualified entirely by reference to the
full text of the Purchase Agreement and Lease, copies of which are
attached to this Current Report on Form 8-K as Exhibit 10.1 and
Exhibit 10.2, respectively.
Item 9.01 Financial Statements and Exhibits.
(d)
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Exhibit No. |
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Description |
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10.1 |
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10.2 |
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104 |
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Cover Page Interactive Data File (formatted as Inline
XBRL) |
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.
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Date: March 15, 2023 |
Apyx Medical Corporation |
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By: |
/s/ Tara Semb |
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Tara Semb |
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Chief Financial Officer, Secretary and Treasurer |
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