8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________

FORM 8-K

Registrant’s telephone number, including area code: (972) 464-0004

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 follow provisions:

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

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. ☐

As previously disclosed, Quest Resource Holding Corporation (the “Company”) and certain of its domestic subsidiaries are parties to a credit agreement (as amended, the “Monroe Credit Agreement”), dated as of October 19, 2020, as amended by the First Amendment to Credit Agreement, dated September 3, 2021 (the “First Amendment”), by the Second Amendment to Credit Agreement, dated December 1, 2021 (the “Second Amendment”), and by the Third Amendment to Credit Agreement, dated December 7, 2021 (the “Third Amendment”), with Monroe Capital Management Advisors, LLC, as administrative agent for the lenders thereto (the “Lenders”), and the Lenders, pursuant to which, among other things, a term loan of up to an aggregate principal amount of $16 million was made available to the Company to finance permitted acquisitions (the “Term D Loan”).

On February 10, 2022, the Company elected to draw down $3.5 million of the Term D Loan to finance an acquisition. Immediately following this drawdown, $12.5 million of borrowing capacity remained available under the Term D Loan.

The foregoing description of the Monroe Credit Agreement is qualified in its entirety by reference to the full text of the Monroe Credit Agreement which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on October 20, 2020, the First Amendment which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on September 9, 2021, the Second Amendment which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on December 8, 2021, and the Third Amendment which was filed as Exhibit 10.2 to the Current Report on Form 8-K filed by the Company on December 8, 2021.

On February 15, 2022, the Company issued a press release relating to the signing of a definitive agreement and the closing of the acquisition of an independent environmental services company primarily servicing customers in the northeast region of the United States. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1, and is incorporated herein by reference.

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.

Quest Resource HoldingCorporation Acquires Regional Asset-Light Waste Service Provider

The Colony, TX, February 15, 2022 - Quest ResourceHolding Corporation (Nasdaq: QRHC) ("Quest"), a national leader in environmental waste and recycling services, announced today that it has acquired an independent environmental services company primarily servicing customers in the northeast region of the United States. The transaction is expected to be accretive on a free cash flow per share basis.

The total consideration of the acquisition at close is $3.35 million, which was paid in cash. We expect the acquired business, which mainly consists of customer contracts, to produce proforma annual net operating income of $0.6 million.

“This acquisition expands our presence in the commercial real estate market with the average relationship with the largest 10 customers of more than 7 years,” said Quest President and Chief Executive Officer S. Ray Hatch. “We look forward to providing additional value and offering broader service capabilities to this client base.”

About Quest ResourceHolding Corporation

Quest is a national provider of waste and recycling services that enable our customers to achieve and satisfy their environmental and sustainability goals and responsibilities. Quest provides businesses across multiple industry sectors with single source, customer specific solutions to address a wide variety of waste streams and recyclables generated by their operations. Quest also provides information and data that tracks and reports the environmental results of Quest’s services, provides actionable data to improve business operations, and enables Quest’s customers to achieve and satisfy their environmental and sustainability goals and responsibilities. For more information, visit www.qrhc.com.

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, which provides a "safe harbor" for such statements in certain circumstances. The forward-looking statements include, but are not limited to, our belief in our ability to provide additional value and offer broader service capabilities to the acquired client base, and our expectation that the acquired business will produce proforma annual net operating income of $0.6 million. These statements are based on our current expectations, estimates, projections, beliefs, and assumptions. Such statements involve significant risks and uncertainties, and actual events or results could differ materially from those discussed in the forward-looking statements as a result of various factors, including those discussed in greater detail in our filings with the Securities and Exchange Commission (“SEC”), including our Annual Report on Form 10-K for the year ended December 31, 2020. You are cautioned not to place undue reliance on such statements and to consult our SEC filings for additional risks and uncertainties that may apply to our business and the ownership of our securities. Our forward-looking statements are presented as of the date made, and we disclaim any duty to update such statements unless required by law to do so.

Investor RelationsContact:

Three Part Advisors, LLC - Joe Noyons • 817.778.8424