Current Report Filing (8-k)
14 July 2017 - 6:04AM
Edgar (US Regulatory)
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): July 13, 2017 (July 7, 2017)
Manhattan
Bridge Capital, Inc.
(Exact
Name of Registrant as Specified in Charter)
New
York
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000-25991
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11-3474831
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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60
Cutter Mill Road, Great Neck, NY
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11021
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(516)
444-3400
(Registrant’s
telephone number,
including
area code)
Not
applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
[ ]
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Written
communications pursuant to Rule 425 under the Section Act (17 CFR 230.425).
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[ ]
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Soliciting
material pursuant to Rule 14A-12 under the Exchange Act (17 CFR 240.14a-12).
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b)).
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
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Indicate
by check mark whether the registrant is an emerging growth company as defined in 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. [ ]
Item
1.01. Entry into a Material Definitive Agreement.
Effective
July 7, 2017 Manhattan Bridge Capital, Inc. (the “
Company
”) entered into Amendment No. 3 to Credit and Security
Agreement and Amendment No. 1 to Guaranty Agreement (the “
Amendment
”) with Webster Business Credit Corporation
(“
Webster
”) and Assaf Ran. In conjunction with the execution of the Amendment, the Company also entered into
an Amended and Restated Revolving Credit Note (the “
Note
”) and Amendment No. 3 Fee Letter (the “
Fee
Letter
”), each dated July 7, 2017, with Webster.
Pursuant
to the terms of the Amendment, the Company’s existing line of credit with Webster (the “
Webster Credit Line
”)
was increased by $1 million to $15 million in the aggregate, with an option, at the discretion of Webster, to increase the Webster
Credit Line to an aggregate of $20 million in the aggregate. The term of the Webster Credit Line was extended to February 28,
2021, unless sooner terminated, and contains a provision that permits a Company option for a further extension of the Webster
Credit Line until February 28, 2022, subject to Webster’s consent. Pursuant to the terms of the Amendment, the terms of
the personal guaranty provided by Mr. Ran were amended such that the potential sums owed under Mr. Ran’s personal guaranty
will not exceed the sum of $500,000 plus any costs relating to the enforcement of the personal guaranty.
In
addition, the interest rates relating to the Webster Credit Line were amended such that the interest rates now equal(i) LIBOR
plus 3.75% plus the 0.5% Agency Fee (as hereinafter defined) or (ii) a Base Rate (as defined in the Credit and Security Agreement)
plus 2.25% plus the 0.5% Agency Fee, as chosen by the Company for each drawdown. Finally, the Amendment provides that the Company
shall not permit mortgage loans that are outstanding more than 24 months after their origination date to comprise more than 17.5%
of their total portfolio of mortgage loans at any time.
Pursuant
to the terms of the Fee Letter, the Company agreed to pay Webster an agency fee equal to 0.5% per annum (the “Agency Fee”)
on the actual principal amount of advances outstanding during any month, as well as a $15,000 syndication fee.
The
foregoing description of the Amendment, Fee Letter and Note are not complete and are qualified in their entirety by reference
to the full texts of the Amendment, Fee Letter and Note, copies of which are filed as Exhibits 10.1, 10.2 and 10.3 to this Current
Report on Form 8-K and is incorporated herein by reference.
Item
9.01: Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No.
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Description
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10.1
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Amendment
No. 3 to Credit and Security Agreement and Amendment No. 1 to Guaranty Agreement, effective July 7, 2017, among Manhattan
Bridge Capital, Inc. Assaf Ran and Webster Business Credit Corporation.
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10.2
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Amendment
No. 3 Fee Letter, dated July 7, 2017, between Manhattan Bridge Capital, Inc. and Webster Business Credit Corporation.
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10.3
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Amended
and Restated Revolving Credit Note, dated July 7, 2017, executed by Manhattan Bridge Capital, Inc.
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SIGNATURE
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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MANHATTAN
BRIDGE CAPITAL, INC.
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Dated:
July 13, 2017
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By:
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/s/
Assaf Ran
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Name:
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Assaf
Ran
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Title:
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President
and Chief Executive Officer
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