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~~March 1227, 2020

REVOLUTION LIGHTING TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-23590

59-3046866

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

177 Broad Street,

Stamford, Connecticut

06901

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (203) 504-1111

(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:

Title of each class		~~Trading Symbol~~TradingSymbol(s)		Name of each ~~exchange~~exchangeon on which registered
Common Stock, $0.001 par value		RVLT		N/A

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. ☐

Item 1.01

Entry into a Material Definitive Agreement.

~~Sixth~~Consent ~~Amendment to Forbearance Agreement~~ and Twenty-~~First~~Second Amendment to Credit Facility

Effective on ~~February~~March 1227, 2020, Revolution Lighting Technologies, Inc. (the “Company”) and its direct and indirect subsidiaries (collectively, ~~the~~ the “Obligors”) entered into a ~~Sixth~~Consent ~~Amendment to Forbearance Agreement~~ and Twenty-~~First~~Second Amendment (the “Twenty-~~First~~Second Amendment”) to its loan and security agreement (the “Loan Agreement”) with Bank of America N.A. (“Bank of America”). Under the terms of the Twenty-~~First~~Second Amendment, Bank of America ~~has~~ agreed to ~~extend~~consent to the ~~maturity~~sale ~~date~~ of ~~the~~substantially ~~revolving~~all ~~credit~~of ~~facility provided by~~ the ~~Loan~~assets ~~Agreement~~of toAll ~~March 31,~~Around ~~2020 and to forbear~~Lighting, ~~until March 31~~L.L.C., ~~2020,~~a ~~from~~Texas ~~exercising~~limited ~~its~~liability ~~rights~~company ~~and~~(“All ~~remedies~~Around”), ~~against~~to ~~the~~AAL, ~~Obligors~~LLC, as a ~~result~~Texas oflimited ~~breaches~~liability company of(“AAL”), ~~certain~~pursuant ~~covenants~~to ~~under~~an ~~the~~Asset ~~Loan~~Purchase Agreement. Ifdated ~~the~~March 20, ~~Company~~2020 is(the ~~not~~“Purchase ~~able~~Agreement”), toas ~~obtain~~well aas ~~further~~amend ~~amendment of~~ the Loan Agreement orto ~~extend~~permit ~~the forbearance,~~adjustment ~~all~~payments ~~principal,~~to ~~interest~~AAL ~~and other amounts outstanding~~ under the ~~Loan~~Purchase Agreement ~~will become due and payable upon the earlier of 5 p.m. on March 31, 2020 or any Termination Event (as defined~~ in ~~the~~an ~~Loan~~amount ~~Agreement,~~not to asexceed ~~previously amended)~~$100,000.

~~Under~~In exchange for the ~~terms~~consent ofgranted under the Twenty-~~First~~Second Amendment, ~~Bank~~the ofCompany ~~America has~~ agreed, toamong ~~continue~~other ~~lending~~things to ~~the~~(i) pay ~~Company under~~ the ~~revolving credit~~ ~~facility~~closing ~~provided~~consideration byunder the ~~Loan~~Purchase Agreement ~~through~~directly ~~March 31, 2020, subject~~ to ~~the~~Bank ~~Company~~of ~~continuing to comply with its obligations under the Twenty-First Amendment~~America, ~~including~~(ii) deliver ~~not~~to ~~allowing~~Bank ~~any~~of ~~additional~~America ~~Defaults~~within or45 ~~Events~~days of ~~Default (as defined in~~ the ~~Loan~~effectiveness ~~Agreement)~~of ~~to occur. Under~~ the Twenty-~~First~~Second Amendment, ~~Base~~evidence ~~Rate~~of ~~Revolver~~the ~~Loans~~dissolution ~~(as~~of ~~defined~~All inAround and the ~~Loan~~transfer ~~Agreement)~~of ~~shall~~any remaining ~~have~~assets anof ~~interest~~All ~~rate~~Around ~~equal~~ to ~~the~~another ~~Base~~Obligor ~~Rate~~or ~~(as~~Obligors, ~~defined~~and in(iii) pay ~~the~~Bank ~~Loan~~of ~~Agreement)~~America’s ~~plus 4.00%~~expenses, ~~and~~including ~~LIBOR~~attorney’s ~~Revolver~~fees, ~~Loans (as~~in ~~defined~~connection inwith the ~~Loan~~Twenty-Second ~~Agreement)~~Amendment ~~shall~~and ~~have~~prior anopen ~~interest~~invoices. ~~rate~~Upon ~~equal~~Bank toof ~~LIBOR~~America’s receipt ~~plus~~of ~~5.00%.~~satisfactory ~~Such~~confirmation ~~interest~~of ~~rates~~payment ~~may~~of bethe ~~reduced~~closing byconsideration ~~0.50%~~received ifunder the ~~Company~~Purchase ~~(i) provides~~Agreement, Bank of America ~~with~~will ~~satisfactory~~deliver ~~and~~to ~~acceptable~~the ~~documentation~~Obligors ~~evidencing~~a ~~that~~UCC-3 ~~the Obligors~~Termination ~~have~~Statement ~~achieved~~to abe ~~trailing~~filed against ~~twelve-month~~All ~~Fixed~~Around, ~~Charge~~and ~~Coverage~~All ~~Ratio~~Around (will be released as ~~defined~~a inborrower under the Loan Agreement) ofand atother ~~least~~related ~~1.0~~loan :agreements, ~~1.0~~except atto the ~~end~~extent of any ~~fiscal~~obligations ~~month~~or ~~and~~liabilities ~~(ii) is~~would ~~not~~otherwise ~~subject~~survive pursuant to ~~any~~the ~~Default~~terms orand ~~Events~~conditions of ~~Default other than~~ the ~~defaults~~Loan ~~subject~~Agreement toand ~~forbearance~~other inrelated ~~the~~loan ~~Twenty-First Amendment~~agreements.

InAs ~~exchange~~of ~~for~~March ~~the~~31, ~~forbearance granted under the Twenty-First Amendment~~2020, the Company ~~agreed,~~ ~~among~~had ~~other~~total ~~things,~~debt toof ~~(i) limit~~approximately ~~the~~$78.6 ~~cumulative~~million, ~~monthly~~including ~~use~~aggregate principal ofand ~~cash~~interest byoutstanding under the Company’s inline ~~accordance~~of credit with ~~a cash burn schedule, (ii) deliver to~~ Bank of America ~~updated projections~~ of ~~quarterly~~approximately ~~consolidated financial statements for fiscal year 2020 by March~~$23.4 1million, ~~2020~~aggregate ~~(such~~principal ~~statements~~and tointerest ~~provide~~outstanding ~~calculations~~under toloans ~~evidence,~~from inRobert ~~good~~V. ~~faith~~LaPenta, ~~that~~Sr., the ~~Obligors~~Company’s ~~shall~~Chairman, CEO beand ~~able~~President, toand ~~maintain~~Aston aCapital, ~~Fixed~~LLC ~~Charge~~of ~~Coverage~~approximately ~~Ratio~~$54.1 ofmillion atand ~~least~~approximately $1.~~0 :~~ 1.0 bymillion ~~December 31,~~from ~~2020),~~other ~~(iii)~~sources. ~~deliver~~As ~~to Bank~~ of ~~America~~March an31, ~~updated~~2020, ~~calculation of~~ the ~~Accounts~~Company onestimates ~~the~~that ~~first~~it ~~and~~had ~~fifteenth day of each month and (iv)~~1.3 ~~pay~~million ~~Bank~~ of ~~America’s~~available ~~expenses~~liquidity, ~~including~~reflecting ~~attorney’s~~its ~~fees,~~net incash position ~~connection~~plus ~~with~~ the ~~Twenty-First~~remaining ~~Amendment~~borrowing ~~and~~availability ~~prior~~under ~~open invoices~~the Loan Agreement.

As ofpreviously disclosed in the Current Report on Form 8-K filed by the Company on February 1819, 2020, the Company ~~had~~previously ~~total~~entered ~~debt~~into ofa ~~approximately~~Sixth ~~$76.9 million,~~Amendment ~~including~~to ~~aggregate~~Forbearance ~~principal~~Agreement and ~~interest outstanding~~Twenty-First ~~under~~Amendment ~~the~~to ~~Company’s~~Loan ~~line~~and ofSecurity ~~credit~~Agreement ~~with~~(the “Twenty-First ~~Bank~~Amendment”) ofto ~~America~~the ofLoan ~~approximately $22~~Agreement.~~3 million,~~ ~~aggregate~~Under ~~principal~~the ~~and~~terms ~~interest~~of ~~outstanding~~the ~~under~~Twenty-First ~~loans~~Amendment, ~~from~~Bank ~~Robert V. LaPenta~~of America agreed to forebear, ~~Sr.~~until ~~(“Mr.~~March ~~LaPenta”)~~31, ~~the Company’s Chairman~~2020, ~~CEO~~from ~~and~~exercising ~~President,~~its rights and ~~Aston~~remedies ~~Capital,~~as ~~LLC~~a result of ~~approximately~~breaches ~~$53.5 million~~of ~~and~~certain covenants ~~approximately~~under ~~$1.1 million~~the ~~from~~Loan ~~other sources~~Agreement. AsOn ~~of February~~April 182, 2020, ~~the~~Bank ~~Company~~of ~~estimates~~America ~~that~~approved itan ~~had~~extension ~~$2.2 million~~ of ~~available~~ ~~liquidity,~~the ~~reflecting~~forbearance ~~its~~period ~~net~~until ~~cash~~April 3, ~~position~~2020. ~~plus~~All of the ~~remaining~~other ~~borrowing~~terms ~~availability~~and ~~under~~conditions of the Loan Agreement and the Twenty-First Amendment remain in full force and effect.

The Company will likely need additional funding to continue its operations ~~beyond the end of the first quarter of 2020~~. The extent of additional funds required will depend on, among other things, the Company’s results of operations inand the ~~first quarter of 2020, the~~ amount of time and expense necessary to complete the previously announced investigation by the Securities and Exchange Commission (the “SEC”). ~~and~~Mr. LaPenta has informed the ~~restatement~~Company’s ofaudit ~~certain~~committee ofthat ~~the~~at ~~Company’s~~this ~~financial~~time ~~statements~~he ~~and~~does ~~other~~not ~~related~~intend ~~costs~~to provide the Company with additional financing. The Company ~~plans~~is toworking ~~work~~ with Bank of America to further amend the Loan Agreement to extend the current maturity date of ~~March~~ April 313, 2020, and to provide for ongoing borrowing availability. The Company expects to execute a 45-day extension next week and to work with Bank of America to complete a one-year extension during that period. However, there can be no assurance that the Company will obtain such an amendment. Any failure to obtain such an amendment under the Loan Agreement could result in the exercise of remedies by Bank of America and all amounts becoming due under the Loan Agreement, and cause the Company to become unable to operate as a going concern.

The foregoing description of the Twenty-~~First~~Second Amendment is not complete and is qualified in its entirety by reference to the full text of the Twenty-~~First~~Second Amendment, which is attached to this Form 8-K as Exhibit 99.1.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure under Item 1.01 is incorporated by reference in its entirety in this Item 2.03.

~~Forward-looking~~Item ~~statements~~8.01 Other Events

~~Except~~As ~~for~~previously ~~statements of historical fact~~disclosed, the ~~matters~~Company ~~discussed~~received ~~herein~~a ~~are~~letter, ~~“forward-looking~~dated ~~statements”~~October 31, ~~within~~2019, from the ~~meaning~~SEC ofstaff (the ~~applicable securities laws and regulations. The words~~ “~~will,~~Staff”) ~~“may,”~~notifying ~~“estimates,”~~the ~~“expects,”~~Company ~~“intends,”~~that ~~“plans,”~~it may ~~“believes”~~be ~~and similar expressions are intended to identify forward-looking statements~~subject, ~~although~~without ~~not~~further ~~all forward-looking statements contain these identifying words. Forward-looking statements~~notice, ~~including~~to ~~statements~~an ~~regarding~~administrative ~~further~~proceeding ~~amendments~~ to ~~the~~revoke ~~Loan Agreement,~~ the Company’s ~~future~~registration ~~levels~~under ~~of indebtedness and funding needs and~~ the ~~availability~~Securities ofExchange ~~funding~~Act ~~from Mr. LaPenta or Bank~~ of ~~America,~~1934 ~~involve~~(the ~~risks~~“Exchange ~~and~~Act”) ~~uncertainties~~if ~~that~~the ~~may~~Company ~~cause~~has ~~actual~~not ~~results~~filed toall ~~differ~~required Exchange ~~materially~~Act reports ~~from~~within ~~those~~fifteen ~~stated~~days ~~here. Factors that could cause actual results to differ materially~~ from ~~those~~the indate of the ~~forward-looking~~letter. ~~statements~~The ~~include,~~administrative ~~but~~proceeding ~~are~~would ~~not~~be ~~limited~~brought ~~to,~~by the ~~Company~~SEC’s ~~results~~Division of ~~operations,~~Enforcement ~~the~~pursuant ~~Company’s ability~~ to ~~complete~~Section 12(j) of the ~~restatement~~Exchange Act, and ~~the~~also ~~ongoing~~may ~~audit~~suspend oftrading ~~its~~in ~~financial statements,~~ the Company’s common ~~ability~~stock pursuant to ~~obtain~~Section 12(k) ~~an extension~~ of ~~maturity under~~ the ~~Loan~~Exchange ~~Agreement,~~Act. ~~the~~The Company’s ~~ability~~board toof ~~continue~~directors has determined to ~~meet~~not ~~its~~formally ~~liquidity~~respond ~~needs,~~to the ~~Company~~Staff’s ~~ongoing~~deregistration ~~litigation,~~letter and ~~SEC~~has ~~investigation~~directed ~~and potential future litigation and~~ the ~~other risks described more fully in the~~ Company’s ~~filings~~representatives ~~with~~to contact the ~~SEC.~~Staff ~~Forward-looking~~to ~~statements~~facilitate ~~reflect~~an ~~the~~orderly ~~views~~deregistration ofdue to the Company’s ~~management~~unavailability as of ~~the~~resources ~~date~~to ~~hereof.~~complete ~~The~~an ~~Company~~audit ~~does~~of ~~not~~its ~~undertake~~historical tofinancial ~~revise these~~ statements ~~to reflect subsequent developments~~.

~~Item~~Forward-looking ~~9.01~~statements ~~Financial Statements and Exhibits.~~

~~(d)~~Except ~~Exhibits~~for statements of historical fact, the matters discussed herein are “forward-looking statements” within the meaning of the applicable securities laws and regulations. The words “will,” “may,” “estimates,” “expects,” “intends,” “plans,” “believes” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements, including statements regarding further amendments to the Loan Agreement, the Company’s future levels of indebtedness and funding needs and the availability of funding from Bank of America, involve risks and uncertainties that may cause actual results to differ materially from those stated here. Factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, the Company’s results of operations, the Company’s ability to complete a restatement and audit of its financial statements, the Company’s ability to obtain an extension of maturity under the Loan Agreement, the Company’s ability to continue to meet its liquidity needs, the Company’s ongoing litigation, and SEC investigation and potential future litigation and the other risks described more fully in the Company’s filings with the SEC. Forward-looking statements reflect the views of the Company’s management as of the date hereof. The Company does not undertake to revise these statements to reflect subsequent developments.

ExhibitNo.		Description
99.1		Sixth Amendment to Forbearance Agreement and Twenty-First Amendment to Loan and Security Agreement, dated February 12, 2020, among Revolution Lighting Technologies, Inc., Lighting Integration Technologies, LLC, Tri-State LED DE, LLC, Value Lighting, LLC, All Around Lighting, L.L.C., Energy Source, LLC, Revolution Lighting — E-Lighting, Inc., Seesmart, LLC, TNT Energy, LLC, the Guarantors party thereto and Bank of America, N.A.

Item 9.01 Financial Statements and Exhibits.

~~SIGNATURE~~(d) Exhibits

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.


Exhibit No.		Description

99.1		Consent and Twenty-Second Amendment to Loan and Security Agreement, dated March 27, 2020, among Revolution Lighting Technologies, Inc., Lighting Integration Technologies, LLC, Tri-State LED DE, LLC, Value Lighting, LLC, All Around Lighting, L.L.C., Energy Source, LLC, Revolution Lighting — E-Lighting, Inc., Seesmart, LLC, TNT Energy, LLC, the Guarantors party thereto and Bank of America, N.A.

~~Date:~~SIGNATURE ~~February 19, 2020~~

~~REVOLUTION~~Pursuant ~~LIGHTING~~to ~~TECHNOLOGIES~~the requirements of the Securities Exchange Act of 1934, ~~INC.~~the ~~By:~~registrant ~~/s/~~has ~~Robert~~duly V.caused ~~LaPenta~~this ~~Robert~~report V.to ~~LaPenta,~~be ~~Sr.~~signed ~~Chief~~on ~~Executive~~its ~~Officer~~behalf ~~and~~by ~~President~~the undersigned hereunto duly authorized.

Date: April 3, 2020


REVOLUTION LIGHTING TECHNOLOGIES, INC.

By:		/s/ Robert V. LaPenta
		Robert V. LaPenta, Sr.
		Chief Executive Officer and President

Filing Compare · Revolution Lighting Technologies, Inc.