ACU 8-K
Acme United Corp (ACU)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
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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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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
Effective as of June 26, 2025, Acme United Corporation (the “Company”) entered into Amendment No. 11 to the Loan and Security Agreement dated as of April 5, 2012, as amended (the ”Loan Agreement”), between the Company and HSBC Bank USA, N.A. Amendment No. 11 extends the scheduled maturity of the $65 million dollar secured revolving credit facility under the Loan Agreement from May 31, 2026 to May 31, 2027. The terms of the Loan Agreement otherwise remain unchanged.
The foregoing summary of Amendment No. 11 is qualified in its entirety by reference to the full text of Amendment No. 11, which is filed as Exhibit 10.1 to this Current Report and 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.
The information set forth in Item 1.01 of the Current Report is incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
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10.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
ACME UNITED CORPORATION |
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By |
/s/ Walter C. Johnsen |
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Walter C. Johnsen |
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Chairman and |
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Chief Executive Officer |
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Dated: July 1, 2025 |
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By |
/s/ Paul G. Driscoll |
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Paul G. Driscoll |
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Vice President and |
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Chief Financial Officer |
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Dated: July 1, 2025 |
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ELEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
This ELEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (the
"Amendment") is entered into as of June 26, 2025 between ACME UNITED CORPORATION, a Connecticut corporation (the "Borrower'') and HSBC BANK USA, NATIONAL ASSOCIATION (the "Lender").
RECITALS
The Borrower and the Lender are parties to a Loan and Security Agreement dated as of April 5, 2012, as amended (collectively, the "Loan Agreement"). Capitalized terms used herein shall have the meanings given to them in the Loan Agreement unless otherwise specified.
The Borrower has requested that the Lender amend certain terms and conditions of the Loan Agreement, pursuant to the terms of this Amendment.
NOW, THEREFORE, in consideration of the promises, covenants and understandings set forth in this Amendment and the benefits to be received from the performance of such promises, covenants and understandings, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
"Revolving Line Maturity Date" is May 31, 2027.
the Borrower, or the articles of incorporation or by-laws of the Borrower, or (iii) result in a breach of or constitute a default under any indenture or loan or loan agreement or any other agreement, lease or instrument to which the Borrower is a party or by which it or its properties may be bound or affected.
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provision of any of the Loan Agreement or any of the other Loan Documents (except as expressly provided for herein) or serve to effect a novation of the Obligations.
REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.
HSBC BANK USA, NATIONAL ASSOCIATION ACME UNITED CORPORATION
By: /s/ David M. Nackley |
By: /s/ Paul Driscoll |
Name: David M. Nackley |
Name: Paul Driscoll |
Title: Senior Vice President |
Title: Vice President and Chief Financial Officer |
[SIGNATURE PAGE TO ELEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT]
FIFTH AMENDED AND RESTATED SECURED REVOLVING NOTE
$65,000,000 Maturity Date: May 31, 2027
FOR VALUE RECEIVED, ACME UNITED CORPORATION, a Connecticut
corporation ("Borrower") hereby promises to pay to the order of HSBC Bank, National Association or the holder (the "Lender") of this Secured Revolving Note (this "Revolving Note") at 66 Hudson Boulevard E, New York, New York 10001 or such other place of payment as the holder of this Revolving Note may specify from time to time in writing, in lawful money of the United States of America, the principal amount of Sixty-Five Million Dollars ($65,000,000) or such other principal amount as Lender has advanced to Borrower, together with interest at a rate as specified in the Loan Agreement (defined hereafter).
This Revolving Note is the Revolving Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated April 5, 2012, by and between Borrower and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the "Loan Agreement"), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Revolving Note.
Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Revolving Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Revolving Note has been negotiated and delivered to Lender and is payable in the State of New York. This Revolving Note shall be governed by and construed and enforced in accordance with, the laws of the State of New York, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction.
This Revolving Note amends and restates in its entirety and is given in substitution for (but not in satisfaction of) that certain Fourth Amended and Restated Secured Revolving Note executed by Borrower in favor of Lender in the original principal amount of
$65,000,000.
[Remainder of Page Intentionally Left Blank]
BORROWER FOR ITSELF ACME UNITED CORPORATION
By: /s/ David M. Nackley |
By: /s/ Paul Driscoll |
Name: David M. Nackley |
Name: Paul Driscoll |
Title: Senior Vice President |
Title: Vice President and Chief Financial Officer |