Item 1.01 Entry into a Material Definitive Agreement.
MidCap Funding X Trust
As previously reported by Twinlab Consolidated Holdings, Inc. (the "Company"),
the Company and its direct and indirect wholly owned subsidiaries, Twinlab
Consolidation Corporation ("TCC"), Twinlab Holdings, Inc. ("THI"), Twinlab
Corporation ("Twinlab"), ISI Brands Inc. ("ISI"), NutraScience Labs, Inc.
("NSL"), NutraScience Labs IP Corporation ("NSLIP"), Organic Holdings LLC
("Organic"), Reserve Life Organics, LLC ("Reserve"), Resvitale, LLC
("Resvitale"), Re-Body, LLC ("Re-Body"), Innovitamin Organics, LLC
("Innovitamin"), Organics Management LLC ("Organics Mgmt."), Cocoawell, LLC
("Cocoawell"), Fembody, LLC ("Fembody"), Reserve Life Nutrition, L.L.C.
("Reserve Life"), Innovita Specialty Distribution, LLC ("Innovita") and Joie
Essance, LLC ("Joie" and with the Company, TCC, THI, Twinlab, ISI, NSL, NSLIP,
Organic, Reserve, Resvitale, Re-Body, Innovitamin, Organics Mgmt., Cocoawell,
Fembody, Reserve Life and Innovita, collectively, the "Twinlab Companies"),
entered into a Credit and Security Agreement, dated January 22, 2015, with
MidCap Financial Trust ("MidCap Trust"), with respect to which Credit and
Security Agreement and all related agreements MidCap Trust immediately
thereafter assigned all of its rights and interests to MidCap Funding X Trust,
an affiliate of MidCap Trust, which on February 13, 2019 re-assigned all of its
rights and interest in and to the revolving loans made under the facility to
MidCap Funding IV Trust ("MidCap"), also an affiliate of MidCap Trust (as so
assigned and subsequently amended by that certain Amendment No. 1 to Credit and
Security Agreement and Limited Consent, dated as of February 4, 2015, that
certain Amendment No. 2 to Credit and Security Agreement and Limited Consent
dated as of April 7, 2015, that certain Amendment No. 3 to Credit and Security
Agreement and Limited Consent dated as of April 30, 2015, that certain Amendment
No. 4 to Credit and Security Agreement and Limited Waiver dated as of June 30,
2015, that certain Amendment No. 5 to Credit and Security Agreement and Limited
Consent, dated as of June 30, 2015, that certain Amendment No. 6 to Credit and
Security Agreement, Limited Consent and Limited Waiver dated as of September 9,
2015, that certain Amendment No. 7 and Joinder Agreement to Credit and Security
Agreement dated as of October 5, 2015, that certain Amendment No. 8 to Credit
and Security Agreement dated as of January 28, 2016, that certain Amendment No.
9 to Credit and Security Agreement, dated as of April 5, 2016, that certain
Amendment No. 10 to Credit and Security Agreement dated as of August 11, 2016,
that certain Amendment No. 11 to Credit and Security Agreement dated as of
September 1, 2016, that certain Amendment No. 12 to Credit and Security
Agreement and Limited Consent dated as of December 2, 2016, that certain
Amendment No. 13 to Credit and Security Agreement and Limited Consent dated as
of August 30, 2017, that certain Amendment No. 14 to Credit and Security
Agreement and Limited Waiver dated as of March 22, 2018, that certain Amendment
No. 15 to Credit and Security Agreement, dated as of December 4, 2018, that
certain Amendment No. 16 to Credit and Security Agreement, dated as of January
22, 2019, and that certain Amendment No. 17 to Credit and Security Agreement and
Limited Waiver dated as of April 22, 2019.
On April 22, 2021, the Twinlab Companies and MidCap entered into Amendment No.
18 to Credit and Security Agreement (the "MidCap Eighteenth Amendment"). The
MidCap Eighteenth Amendment added or amended certain defined terms, extended the
expiration date to April 22, 2024, and revised calculations for the Unused Line
Fee and the Deferred Revolving Loan Origination Fee, as those terms are defined
in the Credit and Security Agreement.
The foregoing description of the MidCap Eighteenth Amendment is qualified in its
entirety by reference to the full text of such document, which document is an
exhibit to this report.
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 regarding the MidCap Eighteenth Amendment
is hereby incorporated by reference into this Item 2.03.
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Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
10.1 Amendment No. 18 to Credit and Security Agreement, dated as of
April 22, 2021, by and among Twinlab Consolidated Holdings, Inc.,
Twinlab Consolidation Corporation, Twinlab Holdings, Inc., ISI Brands
Inc., Twinlab Corporation, NutraScience Labs, Inc., NutraScience Labs
IP Corporation, Organic Holdings LLC, Reserve Life Organics, LLC,
Resvitale, LLC, Re-Body, LLC, Innovitamin Organics, LLC, Organics
Management LLC, Cocoawell, LLC, Fembody, LLC, Reserve Life Nutrition,
L.L.C., Innovita Specialty Distribution, LLC, Joie Essance, LLC and
MidCap Funding IV Trust.
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