PDEX ProDex Inc

 

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 31, 2024

 

PRO-DEX, INC.

(Exact name of registrant as specified in charter)

 

Colorado	0-14942	84-1261240
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

 

2361 McGaw Avenue

Irvine, California 92614

(Address of principal executive offices, zip code)

 

(949) 769-3200

(Registrant’s telephone number including area code)

 

 

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:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12(b) 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 Exchange Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	PDEX	NASDAQ Capital Market

 

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 checkmark 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.

Amendment to Amended and Restated Credit Agreement

On July 31, 2024 (the “Amendment Date”), Pro-Dex, Inc. (the “Company”) entered into Amendment No. 4 to Amended and Restated Credit Agreement (the “Amendment”) with Minnesota Bank and Trust, a division of HTLF Bank (“MBT”), successor by merger to Minnesota Bank and Trust, which amends the Company’s Amended and Restated Credit Agreement (as amended, the “Credit Agreement”). The Amendment (i) provides for a new term loan, Term Loan C, in the amount of $5,000,000, (ii) uses the proceeds from Term Loan C to repay the entire $3,000,000 balance that was outstanding on the Amendment Date under the $7,000,000 Amended and Restated Revolving Note (the “Amended Revolving Note”), and (iii) terminates the $3,000,000 Supplemental Revolving Credit Note (the “Supplemental Revolving Note”) under which no amounts had been drawn. Loan origination fees in the amount of $10,000 are payable to MBT in conjunction with Term Loan C.

The purpose of Term Loan C is to refinance the Amended Revolving Note (as described above), with the balance of Term Loan C available to finance the Company’s repurchase of its common stock pursuant to our 10b5-1 plan. As a result of the refinance of the Amended Revolving Note and termination of the Supplemental Revolving Note, after the Amendment the Company has $7,000,000 (under the Amended Revolving Note) of revolving borrowing capacity under the Credit Agreement.

Term Loan C is evidenced by a promissory note (“Term Note C”) in the amount of $5,000,000 and requires monthly principal payments in the amount of $83,333 plus accrued interest beginning September 1, 2024, through its maturity on August 1, 2029.

Term Note C bears interest at an annual rate equal to the greater of (a) 5.0% or (b) SOFR for a one-month period from the website of the CME Group Benchmark Administration Limited plus 2.5% (the “Adjusted Term SOFR Rate”). The Company is required to pay all accrued and unpaid interest on Term Note C through the date of each principal payment. Any principal on Term Note C that is not previously prepaid by the Company shall be due and payable in full on the maturity date (or earlier termination of Term Note C).

Upon the occurrence and during the continuance of an event of default, the interest rate of the Term Note C is increased by 3% and MBT may, at its option, declare Term Note C immediately due and payable in full.

All loans under the Amended Credit Agreement, including Term Note C and the Amended Revolving Note, are secured by substantially all of the Company’s assets pursuant to a Security Agreement entered into on September 6, 2018, between the Company and MBT. The Credit Agreement and Term Note C contain representations and warranties, affirmative, negative and financial covenants, and events of default that are customary for loans of this type.

Copies of the Amendment and Term Note C are attached as exhibits to this Current Report on Form 8-K. The above descriptions are qualified by reference to the complete text of the Amendment and Term Note C. The representations, warranties, and covenants contained in those documents were made only for purposes of the transactions represented thereby as of the specific dates therein, are solely for the benefit of the Company and MBT, may be subject to limitations agreed upon by the Company and MBT, including, among others, being qualified by disclosures made for the purposes of allocating contractual risk between the parties instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under those documents and should not rely on the representations, warranties and covenants, or any descriptions thereof, as characterizations of the actual state of facts or condition of the Company. Moreover, information concerning the subject matter of representations and warranties contained in those documents may change after the date of those documents, which subsequent information may or may not be fully reflected in the Company’s public disclosures. Rather, investors and the public should look to the disclosures contained in the Company’s reports under the Securities Exchange Act of 1934, as amended, for information concerning the Company.

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

The disclosures concerning the Amendment and Term Note C contained in Item 1.01 above are incorporated into this Item 2.03 by this reference.

Item  9.01. Financial Statements and Exhibits.

 (d) Exhibits.

Exhibit Number	Description
10.1	Amendment No 4 to Amended and Restated Credit Agreement dated July 31, 2024 by and between Pro-Pro-Dex, Inc. and Minnesota Bank & Trust, a division of HTLF Bank.
10.2	Promissory Note dated July 31, 2024 made by Pro-Dex, Inc. in favor of Minnesota Bank & Trust, a division of HTLF Bank.
104	Cover Page Interactive Data File (the cover page XBRL tags are 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.

 

Date:  August 5, 2024	Pro-Dex, Inc.
	By:	/s/ Alisha K. Charlton
		Alisha K. Charlton
		Chief Financial Officer

 

 

 

 

INDEX TO EXHIBITS

 

Exhibit Number	Description
10.1	Amendment No 4 to Amended and Restated Credit Agreement dated July 31, 2024 by and between Pro-Pro-Dex, Inc. and Minnesota Bank & Trust, a division of HTLF Bank.
10.2	Promissory Note dated July 31, 2024 made by Pro-Dex, Inc. in favor of Minnesota Bank & Trust, a division of HTLF Bank.
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

 

Exhibit 10.1

 

 

 

AMENDMENT NO. 4 TO AMENDED AND RESTATED CREDIT AGREEMENT AND

SECURITY AGREEMENT

 

 

This AMENDMENT NO. 4 TO AMENDED AND RESTATED CREDIT AGREEMENT AND TO SECURITY AGREEMENT, dated as of July 31, 2024 (the “Amendment”), between Pro-Dex, Inc., a Colorado corporation (the “Borrower”), and Minnesota Bank & Trust, a division of HTLF Bank, successor by merger to Minnesota Bank and Trust (the “Lender”).

 

RECITALS:

 

A. The Borrower and the Lender are parties to that certain Amended and Restated Credit Agreement dated as of November 6, 2020, as amended by that certain Amendment No. 1 to Amended and Restated Credit Agreement dated as of November 5, 2021, by that certain Amendment No. 2 to Amended and Restated Credit Agreement dated as of December 29, 2022, and by that certain Amendment No. 3 to Amended and Restated Credit Agreement dated as of December 29, 2023 (as so amended, the “Original Credit Agreement”).

 

B. The Borrower has requested that the Lender amend certain terms of the Original Credit Agreement.

C. Subject to the terms and conditions of this Amendment, the Lender will agree to the foregoing request of the Borrower.

 

NOW, THEREFORE, the parties agree as follows:

 

1. Defined Terms. All capitalized terms used in this Amendment shall, except where the context otherwise requires, have the meanings set forth in the Original Credit Agreement as amended hereby.

2. Amendments. The Original Credit Agreement is hereby amended as follows:

(a) The definitions of the terms “Available Supplemental Revolving Credit Commitment”, “Excess Capital”, “Excess Capital Certificate” “Supplemental Revolving Credit Commitment”, “Supplemental Revolving Credit Commitment Period”, “Supplemental Revolving Credit Conversion Option”, “Supplemental Revolving Credit Loans”, “Supplemental Revolving Credit Note” and “Supplemental Revolving Credit Termination Date” defined in Section 1.01 of the Original Credit Agreement are hereby deleted in their respective entireties.

(b) The definitions of the terms “Commitments”, “Loan”, “Maturity Date”, “Notes”, “Obligations”, “Security Agreement”, “Term Loan(s)”, “Term Note(s) and “Total Usage” appearing in Section 1.01 of the Original Credit Agreement are hereby amended in their respective entireties to read as follows:

“ ‘Commitment(s)’ means individually or collectively, as the case may be, the Revolving Credit Commitment and the Term Loan C Commitment.

‘Loan’ means any Revolving Credit Loan or Term Loan, as the context may require, and “Loans” means any or all of the Revolving Credit Loans and the Term Loans, as the context may require.

‘Maturity Date’: The earlier of: (a) the date on which the Loans become due and payable under Section 8.02 upon the occurrence of an Event of Default; or (b) (i) the Revolving Credit Termination Date for the Revolving Credit Loans; (ii) November 1, 2027 for Term Loan A; (iii) November 1, 2027 for Term Loan B; or (iv) August 1, 2029 for Term Loan C.

‘Notes’ means, individually or collectively, as the case may be, the Revolving Credit Note and the Term Notes.

‘Obligations’ means all Loans, Letter of Credit Obligations, advances, debts, liabilities, obligations, Banking Services Liabilities, covenants and duties, owing by any Loan Party to the Lender of any kind or nature, present or future, which arise under this Agreement, any other Loan Document, any Interest Rate Protection Agreement or by operation of law, whether or not evidenced by any note, guaranty or other instrument, whether or not for the payment of money, whether arising by reason of an extension of credit, opening, guarantying or confirming of a letter of credit, guaranty, indemnification or in any other manner, whether joint, several, or joint and several, direct or indirect (including those acquired by assignment or purchases), absolute or contingent, due or to become due, and however acquired. The term includes, without limitation, all amounts owed by the Borrower to the Lender at such date as a result of draws on letters of credit paid by the Lender for which the Borrower has not reimbursed the Lender, all principal, interest, fees, charges, expenses, attorneys’ fees, and any other sum chargeable to any Loan Party under this Agreement, under any other Loan Document, or under any Interest Rate Protection Agreement.

‘Security Agreement’ means the Security Agreement made by the Borrower and the other Loan Parties in favor of the Lender, dated as of September 6, 2018, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time to the extent permitted under the Loan Documents.

‘Term Loan(s)’ means, individually or collectively as the context requires, Term Loan A, Term Loan B, Term Loan C and each other term loan now or hereafter made by the Lender to the Borrower.

‘Term Note(s)’ means, individually or collectively as the context requires, the Term Note A, the Term Note B, the Term Note C and each other term note now or hereafter made by the Borrower payable to the order of the Lender.

‘Total Usage’ At any date of determination, the sum of (a) the aggregate outstanding principal balance of the Revolving Credit Loans; plus (b) the Letter of Credit Obligations; plus (c) the outstanding principal balance of Term Loan C.”

 

(c) Section 1.01 of the Original Credit Agreement is hereby further amended by inserting the following new definitions of the terms “Fourth Amendment”, “Fourth Amendment Effective Date”, “Interest Rate Protection Agreement”, “Term Loan C”, “Term Loan C Commitment”, and “Term Note C” in the appropriate alphabetical order:

“ ‘Fourth Amendment’ means that certain Amendment No. 4 to Amended and Restated Credit Agreement and to Security Agreement dated as of July 31, 2024, amending this Agreement.

‘Fourth Amendment Effective Date’: means the ‘Effective Date’ of the Fourth Amendment, as such term is therein defined.

‘Interest Rate Protection Agreement’: means any agreement with respect to any interest rate, currency or commodity swap, forward, future or other derivative transaction, cap or collar agreement or option or similar agreement, involving or settled by reference to, financial or pricing indices or measures of economic, financial or pricing risk or value, or any similar transaction or any combination of these transactions, which is entered into by and between the Borrower and Lender or any of its Affiliates, including, without limitation, all amendments and modifications thereof and supplements thereto

‘Term Loan C’: means the Loan described in Section 2.01(c).

‘Term Loan C Commitment’: means the obligation of the Lender to make the Term Loan C in a single disbursement to the Borrower in a principal amount not to exceed $5,000,000 on the Fourth Amendment Effective Date.

‘Term Note C’: means the promissory note of the Borrower described in Section 2.05(e), as such promissory note may be amended, modified or supplemented from time to time, and such term shall include any substitutions for, or renewals of, such promissory note”.

(d) Section 2.01 of the Original Credit Agreement is hereby amended by inserting a new Section 2.01(c) to read as follows:

“ (c) Term Loan C. The Lender agrees to disburse Term Loan C to the Borrower on the Fourth Amendment Effective Date, of which amount, a portion will be used to refinance the entire principal balance of “Supplemental Revolving Credit Loans” outstanding under the Original Credit Agreement with the remainder deposited into depository account number 9161005392, maintained by the Borrower with the Lender.

(e) Section Section 2.02(b), regarding the Supplemental Revolving Credit Commitment, and 2.02(c) of the Original Credit Agreement are hereby amended in their respective entireties to read as follows:

“ (b) Intentionally Deleted.

    (c) The Borrower shall repay all outstanding Revolving Credit Loans on the Revolving Credit Termination Date.”

(f) Section 2.03 of the Original Credit Agreement is hereby amended in its entirety to read as follows:

“ Section 2.03 Procedures for Borrowing. The Borrower shall either (a) submit a draw request to the Lender in writing or telephonically; or (b) use the Lender’s electronic banking systems to request each proposed borrowing in accordance with the requirements of such systems as may be in effect from time to time. Each such notice shall be effective upon receipt by the Lender, shall be irrevocable, and shall specify the date and amount of borrowing requested. At the request of the Lender, a telephonic request must be confirmed in writing by the Borrower within three (3) Business Days after such request. So long as (a) all conditions precedent set forth in Article IV with respect to such borrowing have been satisfied, and the Total Usage at such time does not exceed the lesser of (i) the amount of the Revolving Credit Commitment or (ii) the Borrowing Base, in each case after giving effect to such Revolving Credit Loan, the Lender shall provide immediately available funds to the Borrower in the amount of such requested borrowing on the requested borrowing date by depositing such funds into depository account number 9161005392, maintained by the Borrower with the Lender. Each borrowing shall be on a Business Day.”

(g) Section 2.04(b) of the Original Credit Agreement, regarding the voluntary reduction or termination of the Supplemental Revolving Credit Commitment, is hereby amended in its entirety to read as follows:

“ (b) Intentionally deleted.”

(h) Section 2.05(b) of the Original Credit Agreement, regarding the Supplemental Revolving Credit Note, is hereby amended by in its entirety to read as follows:

“ (b) Intentionally deleted.”

(i) Section 2.05 of the Original Credit Agreement is hereby further amended by redesignating existing subsections (e) and (f) of such Section as subsections (f) and (g) and inserting a new subsection (e) immediately following subsection (d) of such Section to read as follows:

“ (e) Term Note C. The Term Loan C made by the Bank shall be evidenced by the Term Note C. Term Loan C shall mature and be payable in accordance with the provisions of Term Note C. The Bank shall enter in its records the amount of Term Loan C, the rate of interest borne on Term Loan C and the payments of Term Loan C received by the Lender, and such records shall be conclusive evidence of the subject matter thereof, absent manifest error. Principal payments made on Term Note C may not be reborrowed.”

(j) Section 2.06 of the Original Credit Agreement is hereby amended in its entirety to read as follows:

“ Section 2.06 Optional Prepayments.

(a) Revolving Credit Loans. The Borrower shall have the right, by giving written notice to the Lender by not later than 3:00 p.m. (Minneapolis time) on the Business Day of such payment, to voluntarily prepay the Revolving Credit Loans in whole or in part at any time without premium or penalty.

(b) Term Loans. The Borrower shall have the right, by giving written notice to the Lender by not later than 3:00 p.m. (Minneapolis time) on the Business Day of such payment, to voluntarily prepay each Term Loan in whole or in part at any time, subject to the contemporaneous payment of any premium or fees set forth in the Term Note evidencing such Term

Loan.”

(c) Effect on Interest Rate Protection Agreements. Any optional prepayment under Section 2.06 or mandatory prepayment under Section 2.07 of a Loan may cause or result in the early termination, in whole or in part, of a related Interest Rate Protection Agreement and the payment by Borrower of related early termination amounts.

(k) Section 2.07 of the Original Credit Agreement is hereby amended by in its entirety to read as follows:

“Section 2.07 Mandatory Prepayments. If, at any time,

(a) the Total Usage exceeds the Borrowing Base, then the Borrower, shall, upon demand, promptly repay Revolving Credit Loans and/or Term Loan C in an aggregate amount that is equal to or greater than the amount of such excess together with interest on the amount prepaid; or

(b) the sum of (i) the outstanding principal amount of Revolving Credit Loans; plus (ii) Letter of Credit Obligations exceeds the Revolving Credit Commitment, then the Borrower shall, upon demand, shall prepay Revolving Loans in the amount of such excess together with interest on the amount prepaid and/or cash collateralize the Letter of Credit Obligations.”

(l) Section 2.09(c) of the Original Credit Agreement, regarding interest payments on Supplemental Revolving Credit Loans, is hereby amended by in its entirety to read as follows:

“ (c) Intentionally deleted.”

(m) Section 2.10(b) of the Original Credit Agreement, regarding Supplemental Revolving Credit Commitment Fees, is hereby amended by in its entirety to read as follows:

“ (b) Intentionally deleted.”

(n) Section 6.9 of the Original Credit Agreement is hereby amended by in its entirety to read as follows:

 

“ Section 6.09 Use of Proceeds. Use the proceeds of: (a) the Revolving Credit Loans to finance (i) the Borrower’s working capital needs, including the purchase of inventory and equipment, and (ii) the repurchase of the Borrower’s common stock pursuant to a 10b5-1 plan, and for general corporate purposes of the Borrower, in each case to the extent not prohibited under any Requirement of Law or the Loan Documents, (b) Term Loan A to repurchase shares of the Borrower’s stock; (b) Term Loan B to finance tenant improvements to the PDEX Building and equipment purchases; and (c) Term Loan C to (i) refinance “Supplemental Revolving Credit Loans” (made pursuant to this Agreement prior to the Fourth Amendment Effective Date) and (ii) finance the repurchase of the Borrower’s common stock pursuant to 10b5-1 plans.”

(o) Section 7.04(f) of the Original Credit Agreement is hereby amended by in its entirety to read as follows:

“ (f) Only so long as no Default or Event of Default has occurred and is continuing either before or following the making of any such Investment, the Borrower may make other Investments that would not otherwise be permitted by this Section 7.04 (such Investments being referred to herein as “Other Investments”) in an amount not to exceed $500,000 during any period of twelve consecutive months.

(p) Section 7.07(a) of the Original Credit Agreement is hereby amended in its entirety to read as follows:

“ (a) Declare or pay any dividend on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Equity Interests of the Borrower or any of its Subsidiaries, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of the Borrower or any of its Subsidiaries (collectively, “Restricted Payments”), provided, that:

(i) the Borrower may use proceeds from Term Loan C to repurchase its outstanding equity securities pursuant to a repurchase program approved by the board of directors of the Borrower;

(ii) a Subsidiary of the Borrower may make a Restricted Payment to the Borrower;

(iii) the Borrower may declare and pay dividends and make other distributions and payments with respect to its Equity Interests if payable solely in its Equity Interests; and

(iv) Only so long as no Default or Event of Default has occurred and is continuing before making thereof or would result from any such payment, the Borrower may make Restricted Payments that would not otherwise be permitted by this Section 7.07.”

(q) Section 8.01 of the Original Credit Agreement is hereby amended by deleting the occurrence of the word “or” at the end of subsection (j), replacing the period (i.e., “.”) at the end of subsection (k) with “; or” and by inserting a new subsection (l) immediately thereafter to read as follows:

“ (l) there occurs under any Interest Rate Protection Agreement (A) an “event of default” (as defined in such Interest Rate Protection Agreement) with respect to the Borrower after giving effect to any applicable notice requirement and/or cure period set forth therein or (B) an early termination or acceleration of such Interest Rate Protection Agreement by Lender or its Affiliate pursuant to the terms thereof.”

(r) Section 8.02 of the Original Credit Agreement is hereby amended by inserting a new subsection (c) immediately following subsection (b) of such Section to read as follows:

“ (c) Notwithstanding the foregoing, Obligations evidenced by an Interest Rate Protection Agreement shall be terminated and accelerated only in accordance with the terms of that Interest Rate Protection Agreement.”

3. Amendment to Security Agreement. Section 10(a) of the Security Agreement is hereby amended in its entirety to read as follows:

“ (a) This Agreement shall remain in full force and effect until all Obligations are paid in full and all Commitments have lapsed or have been terminated, at which time this Agreement shall automatically terminate (other than obligations under this Agreement which expressly survive such termination) and the Secured Party shall, upon the request and at the expense of the Grantors, forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors evidencing such termination.”

4. Conditions to Effectiveness. This Amendment shall become effective on the date (the “Effective Date”) when, and only when, the Lender shall have received:

(a) this Amendment, duly executed by the Borrower;

(b) an Interest Rate Protection Agreement, duly executed by the Borrower, in form and substance reasonably satisfactory to the Lender;

(c) payment of accrued but unpaid Supplemental Revolving Credit Commitment Fees together with accrued but unpaid interest on the Supplemental Revolving Credit Note;

(d) a non-refundable Term Loan C origination fee in the amount of $10,000, payable in immediately available funds;

(e) evidence that the Borrower is in good standing in the States of California and Colorado; and

(f) such other documents as the Lender may reasonably request.

5. Representations and Warranties. To induce the Lender to enter into this Amendment, the Borrower represents and warrants to the Lender as follows:

(a) The execution, delivery and performance by the Borrower of this Amendment and each other Loan Document to which the Borrower is a party have been duly authorized by all necessary corporate action, do not require any approval or consent of, or any registration, qualification or filing with, any government agency or authority or any approval or consent of any other person (including, without limitation, any shareholder), do not and will not conflict with, result in any violation of or constitute any default under, any provision of the Borrower’s articles of incorporation or bylaws, any agreement binding on or applicable to the Borrower or any of its property, or any law or governmental regulation or court decree or order, binding upon or applicable to the Borrower or of any of its property and will not result in the creation or imposition of any security interest or other lien or encumbrance in or on any of its property pursuant to the provisions of any agreement applicable to the Borrower or any of its property;

(b) The representations and warranties contained in the Original Credit Agreement are true and correct as of the date hereof as though made on that date except: (i) to the extent that such representations and warranties relate solely to an earlier date; and (ii) that the representations and warranties set forth in Section 5.04 of the Original Credit Agreement to the audited annual financial statements and internally-prepared interim financial statements of the Borrower shall be deemed to be a reference to the audited financial statements and interim financial statements, as the case may be, of the Borrower most recently delivered to the Lender pursuant to Section 6.01(a) or 6.01(b) of the Original Credit Agreement;

(c) No events have taken place and no circumstances exist at the date hereof which would give the Borrower the right to assert a defense, offset or counterclaim to any claim by the Lender for payment of the Obligations;

(d) The Original Credit Agreement, as amended by this Amendment, and each other Loan Document to which the Borrower is a party are the legal, valid and binding obligations of the Borrower and are enforceable in accordance with their respective terms, subject only to bankruptcy, insolvency, reorganization, moratorium or similar laws, rulings or decisions at the time in effect affecting the enforceability of rights of creditors generally and to general equitable principles which may limit the right to obtain equitable remedies; and

(e) Before and after giving effect to this Amendment, there does not exist any Default or Event of Default.

6. Release. The Borrower hereby releases and forever discharges the Lender and its successors, assigns, directors, officers, agents, employees and participants from any and all actions, causes of action, suits, proceedings, debts, sums of money, covenants, contracts, controversies, claims and demands, at law or in equity, which the Borrower ever had or now has against the Lender or its successors, assigns, directors, officers, agents, employees or participants by virtue of the Lender’s relationship to the Borrower in connection with the Loan Documents and the transactions related thereto

7. Reference to and Effect on the Loan Documents.

(a) From and after the date of this Amendment, each reference in the Original Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Original Credit Agreement, and each reference to the “Credit Agreement”, the “Credit Agreement”, “thereunder”, “thereof”, “therein” or words of like import referring to the Original Credit Agreement in any other Loan Document shall mean and be a reference to the Original Credit Agreement as amended hereby; and except as specifically set forth above, the Original Credit Agreement remains in full force and effect and is hereby ratified and confirmed.

(b) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Lender under the Agreement or any other Loan Document, nor constitute a waiver of any provision of the Agreement or any such other Loan Document.

8. Costs, Expenses and Taxes. The Borrower agrees to pay on demand all costs and expenses of the Lender in connection with the preparation, reproduction, execution and delivery of this Amendment and the other documents to be delivered hereunder or thereunder, including their reasonable attorneys’ fees and legal expenses. In addition, the Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution and delivery, filing or recording of this Amendment and the other instruments and documents to be delivered hereunder and agrees to save the Lender harmless from and against any and all liabilities with respect to, or resulting from, any delay in the Borrower’s paying or omission to pay, such taxes or fees.

9. Governing Law. THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS AMENDMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF.

10. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

11. Counterparts. This Amendment may be executed in counterparts and by separate parties in separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same document. Receipt by telecopy, pdf file or other electronic means of any executed signature page to this Amendment shall constitute effective delivery of such signature page.

12. Recitals. The Recitals hereto are incorporated herein by reference and constitute a part of this Amendment.

 

 

[signature page follows]

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first above.

 

 

BORROWER:
LENDER:

 

 

 

 

 

 

[signature page Amendment No. 4 to Amended and Restated Credit Agreement and to Security Agreement]

 

Exhibit 10.2

 

PROMISSORY NOTE

U.S. $5,000,000.00

Dated as of July 31, 2024 Minnetonka, Minnesota

FOR VALUE RECEIVED, the undersigned, PRO-DEX, INC., a Colorado corporation (the “Borrower”), promises to pay to the order of MINNESOTA BANK & TRUST, a division of HTLF Bank, a Colorado state chartered banking corporation (together with its successors and assigns, the “Lender”), the principal sum of FIVE MILLION AND No/100THS DOLLARS (U.S. $5,000,000.00) on or before August 1, 2029 (the “Maturity Date”) together with interest on the principal amount thereof outstanding from time to time at the rate or rates described below, and any and all other amounts which may be due and payable hereunder or under any of the Loan Documents (hereinafter defined) from time to time.

Interest. The Borrower promises to pay interest on the unpaid principal amount hereof from the date hereof until such principal amount is paid in full at the following floating rate of interest per annum (the “Index”): an adjusted rate (the “Adjusted Term SOFR Rate”) that is equal to: (1) the greater of (A) five percent (5.00%) (the “Floor”) and (B) the forward-looking term rate based on SOFR for a one month period (to the extent that such tenor is available to Lender and Lender has determined it can be administered), as quoted by Lender based on the website of the CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Rate selected by Lender (the “Term SOFR Administrator”))(“Term SOFR”), based on the applicable Term SOFR rate as determined by Lender and as in effect on each applicable date of determination, in each case, as such Term SOFR rate changes and is recalculated from time to time in accordance with the terms below, and as adjusted for all applicable reserve requirements and any costs arising from time to time in connection with a change in government regulation as reasonably determined by Lender (such higher amount, the “Term SOFR Rate”), plus (2) 2.50% (the “Term SOFR Margin”); provided, that in the event Borrower enters into an Interest Rate Protection Agreement in the form of an interest rate swap transaction with Lender with respect to interest accruing under this Note, the 5.00% Floor will automatically be deemed not to apply to the principal portion of this Note that is so hedged for the duration of such interest rate swap transaction and the foregoing is limited solely to an interest rate swap transaction with the Lender and shall not apply to any other derivative product, such as in interest rate cap or collar. Interest accrued during each calendar month shall be due and payable on the first day of the following calendar month, with the first such interest payment due on September 1, 2024. Interest shall also be payable at maturity and interest accrued after maturity shall be payable on demand.

Subject to the terms of this Note, so long as the amounts outstanding under this Note are accruing interest at the Adjusted Term SOFR Rate, then the Term SOFR Rate will be reset on each Business Day (the “Reset Date”) using the Term SOFR Rate as determined two U.S. Government Securities Business Days preceding the applicable Reset Date (the “Daily Reference Date”); provided, that in the event Borrower enters into an Interest Rate Protection Agreement in the form of an interest rate hedge, swap, collar or other similar derivative transaction with Lender with respect to interest accruing under this Note, the Term SOFR Rate will be reset on the first (1st) day of each month, using the Term SOFR Rate as determined two U.S. Government Securities Business Days

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preceding such applicable day of the month (the “Monthly Reference Date"); provided, further, that if Term SOFR for a one month interest period is not published for any applicable Daily Reference Date or Monthly Reference Date, and Lender determines in its sole discretion that such failure is temporary, the applicable Term SOFR Rate shall be the Term SOFR Rate for a one month period as published on the most recent applicable Business Day that Lender determines such Term SOFR Rate was available prior to the applicable Daily Reference Date or Monthly Reference Date. For purposes of this Note, the term “Business Day” means any day that is not a Saturday, Sunday or other day that is a legal holiday under the laws of the State of New York or is a day on which banking institutions in such state are authorized or required by law to close. The term “U.S. Government Securities Business Day” means any day except for a Saturday, a Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. Government Securities. The term “Federal Reserve Board” means the Board of Governors of the Federal Reserve System of the United States. The term “SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

FOR REFERENCE ONLY, on the date hereof, the Term SOFR Rate is 5.3459% per annum and the Adjusted Term SOFR Rate is 7.8459%. The Term SOFR Rate is an index used by Lender for the determination of interest and Term SOFR Rate and the Adjusted Term SOFR Rate are not necessarily the lowest interest rates charged by Lender on other loans to other customers. Borrower understands and agrees that Lender may make loans to other customers based on other rates of interest as well. Lender will inform Borrower of the current Adjusted Term SOFR Rate from time to time upon request by Borrower.

INTEREST CALCULATION METHOD. Interest on this Note is computed on an Actual/360 basis; that is, by applying the ratio of the applicable interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. All interest payable under this Note is computed using this method. This calculation method results in a higher effective interest rate than the numeric interest rate stated in this Note. The Term SOFR Rate shall be determined by Lender in accordance with the terms hereof, and such determination shall be conclusive absent manifest error.

CONFORMING CHANGES ADJUSTMENT. In connection with the use or administration of Term SOFR, the Term SOFR Rate and Adjusted Term SOFR Rate, Lender will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary in this Note or in any other promissory notes, loan documents or security documents, or other agreements between Borrower and Lender (each a “Loan Document”), and any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Note or any other Loan Document. Lender will notify Borrower from time to time of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR, the Term SOFR Rate or Adjusted Term SOFR Rate. The term “Conforming Changes” means, with respect to either the use or administration of Term SOFR, the Term SOFR Rate or the Adjusted Term SOFR Rate or the use, administration, adoption or implementation of any

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Benchmark (as defined below) replacement, any technical, administrative or operational changes (including changes to the definition of “Business Day”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, and other technical, administrative or operational matters) that Lender decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by Lender in a manner substantially consistent with market practice (or, if Lender decides that adoption of any portion of such market practice is not administratively feasible or if Lender determines that no market practice for the administration of any such rate exists, in such other manner of administration as Lender decides is reasonably necessary in connection with the administration of this Note and the other Loan Documents).

UNAVAILABILITY OF SOFR/BENCHMARK REPLACEMENT. Subject to the Benchmark Replacement provisions below, if, in connection with the implementation and use of the Term SOFR Rate: (a) Lender determines (which determination shall be conclusive and binding absent manifest error) that the “Term SOFR Rate” cannot be determined pursuant to the definition thereof, (b) Lender reasonably determines that the Adjusted Term SOFR Rate does not adequately and fairly reflect the cost to Lender, or (c) Lender determines that any applicable law has made it unlawful, or that any governmental authority has asserted that it is unlawful, for Lender or its applicable lending office to make, maintain or fund loans or advances whose interest is determined by reference to SOFR, Term SOFR, or the Term SOFR Rate, or to determine or charge interest rates based upon SOFR, Term SOFR, or the Term SOFR Rate; then upon notice of any such occurrence or determination by Lender to Borrower, any obligation of Lender to make available the Adjusted Term SOFR Rate, and any right of Borrower to use the Adjusted Term SOFR Rate, shall be suspended until Lender revokes such notice. Upon receipt of such notice, all amounts outstanding under this Note will be deemed to accrue at the Benchmark Replacement rate, if applicable, or if such Benchmark Replacement rate is not available or does not adequately and fairly reflect the cost to Lender, at the Adjusted Prime Rate. The term “Adjusted Prime Rate” means a variable rate of interest that is equal to: (1) the greater of (A) five percent (5.0%), and (B) the rate last quoted by The Wall Street Journal as the “Prime Rate” in the United States or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by Lender) or any similar release by the Federal Reserve Board (as determined by Lender) (such higher amount, the “Prime Rate”), plus (2) an applicable percentage selected by Lender, taking into consideration any selection or recommendation of a replacement rate by any relevant agency or authority, and evolving or prevailing market practice, to reasonably approximate the Adjusted Term SOFR Rate or otherwise adequately and fairly reflect the cost to Lender, as determined in its discretion (the “Prime Margin”).

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BENCHMARK REPLACEMENT.

   (a) Benchmark Replacement. Notwithstanding anything to the contrary, if Lender has determined in its sole discretion that (i) the administrator of Term SOFR, or any relevant agency or authority for such administrator, of Term SOFR (or any substitute index which replaces the Term SOFR (Term SOFR or such replacement, the “Benchmark”)) has announced that such Benchmark will no longer be provided, (ii) any relevant agency or authority has announced that such Benchmark is no longer representative, or (iii) any similar circumstance exists such that such Benchmark has become permanently unavailable or ceased to exist (each a “Benchmark Transition Event”), then Lender shall (x) replace such Benchmark with a replacement rate or (y) if one or more such circumstances apply to fewer than all tenors of such Benchmark used for determining an Interest Period hereunder, discontinue the availability of the affected interest periods. With respect to Term SOFR, such replacement rate will be Daily Simple SOFR unless Lender reasonably determines that Daily Simple SOFR is not readily available or shall otherwise reasonably determine that a different rate has been recommended as a replacement benchmark rate for determining such a rate by the by the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board or the Federal Reserve Bank of New York, or any successor thereto (the “Relevant Governmental Body”). In the case of a replacement rate other than Term SOFR, Lender may add a spread adjustment selected by Lender, taking into consideration any selection or recommendation of a replacement rate by any relevant agency or authority, and evolving or prevailing market practice. Such replacement rates for the Benchmark as applicable, each a “Benchmark Replacement”. The term “Daily Simple SOFR” means a daily rate based on SOFR and determined by Lender in accordance with the conventions for such rate selected by Lender.

   (b) Notices; Standards for Decisions and Determinations. Lender will notify Borrower of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. Lender will notify Borrower of the removal or reinstatement of any tenor of a Benchmark pursuant to clause (a) above. Any determination, decision or election that may be made by Lender pursuant to this provision, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its sole discretion and without consent from any other party to this Note or any other Loan Documents, except, in each case, as expressly required pursuant to this provision.

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Payment Terms.

(a)

Payment Dates. Payments of principal and interest due under this Note, if not sooner declared to be due in accordance with the provisions hereof, shall be made as follows:

i.

On the first day of each month, commencing September 1, 2024, and continuing until July 1, 2029, the Borrower shall make payments of principal in the amount of 83,333.33 plus accrued interest; and

ii.

The Loan shall be due and payable, and Borrower hereby promises to pay the outstanding principal amount of the Loan to Lender, together with all accrued interest thereon then remaining unpaid and all other unpaid amounts, charges, fees and expenses outstanding under this Note or under any of the other Loan Documents, on the Maturity Date, subject to earlier prepayment as provided herein or in any other Loan Document.

(b)

Method of Payment. Both principal and interest are payable in lawful money of the United States of America to the Lender at 9800 Bren Road East, Suite 200, Minnetonka, MN 55343 (or other location specified by the Lender) in immediately available funds. By its execution of this Note, Borrower authorizes the Lender to charge from time to time against any of Borrower’s depository accounts maintained with the Lender any such payments when due and the Lender will use its reasonable efforts to notify the Borrower of such charges.

Interest Calculation Method. Interest on this Note shall be calculated on the basis of a 360-day year and the actual number of days elapsed in any portion of a month in which interest is due. If any payment to be made by the Borrower hereunder shall become due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.

Prepayment; Minimum Interest Charge. This Note may be prepaid in whole or in part at any time, so long as such prepayment is accompanied by a simultaneous payment of any applicable termination fees payable under any Interest Rate Protection Agreement, plus accrued interest on the amount being prepaid through the date of prepayment. In any event, even upon full prepayment of this Note, Borrower understands that Lender is entitled to a minimum interest charge of $15.00. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower’s obligation to continue to make payments of accrued unpaid interest. Rather, early payment will reduce the principal balance due. Borrower agrees not to send Lender payments marked “paid in full”, “without recourse”, or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender’s rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment

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constitutes “payment in full” of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: Minnesota Bank & Trust, 9800 Bren Road East, Suite 200, Minnetonka, MN 55343.

Late Charge. If a payment due hereunder is not made within seven days after the date when due, Borrower shall pay to Lender a late payment charge of 5% of the amount of the overdue payment to compensate Lender for a portion of the cost related to handling the overdue payment.

Interest After Default. Upon the occurrence of an Event of Default, including failure to pay upon final maturity, the interest rate on this Note shall be increased by adding an additional 3.000 percentage point margin (“Default Rate Margin”). The Default Rate Margin shall also apply to each succeeding interest rate change that would have applied had there been no default. However, in no event will the interest rate exceed the maximum interest rate limitations under applicable law.

Loan Agreement. This Note is the Promissory Note referred to in, and is entitled to the benefits of, that certain Amended and Restated Credit Agreement dated as of November 6, 2020, as amended by that certain Amendment No. 1 to Amended and Restated Credit Agreement dated as of November 5, 2021, by that certain Amendment No. 2 to Amended and Restated Credit Agreement dated as of December 29, 2022, by that certain Amendment No. 3 to Amended and Restated Credit Agreement dated as of December 29, 2023, and by that certain Amendment No. 4 to Amended and Restated Credit Agreement dated as of July 31, 2024 (such Amended and Restated Credit Agreement, as amended to date and as it may be further amended, modified, supplemented or restated from time to time being the “Loan Agreement”; capitalized terms not otherwise defined herein being used herein as therein defined) by and between the Borrower and the Lender. The Loan Agreement, among other things, (i) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events prior to the maturity hereof upon the terms and conditions therein specified; (ii) contains provisions for the mandatory prepayment hereof upon certain conditions; and (iii) contains provisions for the voluntary prepayment hereof, upon certain conditions.

Security. This Note is secured by, among other things, that certain Security Agreement dated September 6, 2018, executed by the Borrower and the other Loan Parties in favor of the Lender, pursuant to which each Loan Party granted a Lien in its assets to the Lender.

Waiver of Presentment and Demand for Payment; Etc. Borrower and any endorsers or guarantors hereof severally waive presentment and demand for payment, notice of intent to accelerate maturity, protest or notice of protest and non-payment, bringing of suit and diligence in taking any action to collect any sums owing hereunder or in proceeding against any of the rights and properties securing payment hereunder, and expressly agree that this Note, or any payment hereunder, may be extended from time to time, and consent to the acceptance of further security or the release of any security for this Note, all without in any way affecting the liability of Borrower and any endorsers or guarantors hereof. No extension of time for the payment of this Note, or any

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installment thereof, made by agreement by Lender with any Person now or hereafter liable for the payment of this Note, shall affect the original liability under this Note of the undersigned, even if the undersigned is not a party to such agreement.

Event of Default. Any Event of Default (as defined in the Loan Agreement) shall constitute an Event of Default under this Note. Upon the occurrence of an Event of Default, in addition to any other rights or remedies Lender may have at law or in equity or under the Loan Agreement or under any other Loan Document, Lender may, at its option, without notice to Borrower, declare immediately due and payable the entire unpaid principal sum hereof, together with all accrued and unpaid interest thereon plus any other sums owing at the time of such Event of Default pursuant to this Note, the Security Agreement or any other Loan Document. The failure to exercise the foregoing or any other options shall not constitute a waiver of the right to exercise the same or any other option at any subsequent time in respect of the same event or any other event. The acceptance by the holder of any payment hereunder which is less than payment in full of all amounts due and payable at the time of such payment shall not constitute a waiver of the right to exercise any of the foregoing options at that time or at any subsequent time.

Expense Reimbursement. Borrower agrees to pay all expenses for the preparation of this Note, as set forth in the Loan Agreement, including exhibits, and any amendments to this Note as may from time to time hereafter be required, and the reasonable attorneys’ fees and legal expenses of counsel for Lender from time to time incurred in connection with the preparation and execution of this Note and any document relevant to this Note, any amendments hereto or thereto, and the consideration of legal questions relevant hereto and thereto. Borrower agrees to reimburse Lender upon demand for all reasonable out-of-pocket expenses (including attorneys’ fees and legal expenses) in connection with Lender’s enforcement of the obligations of the Borrower hereunder or under any Loan Document, whether or not suit is commenced including, without limitation, attorneys’ fees and legal expenses in connection with any appeal of a lower court’s order or judgment. The obligations of the Borrower under this paragraph shall survive any termination of the Loan Agreement, this Note, the Security Agreement and any other Loan Document.

Successors and Assigns. This Note shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns except that Borrower may not assign or transfer its rights hereunder without the prior written consent of Lender, which consent may be withheld in Lender’s sole discretion. In connection with the actual or prospective sale by the Lender of any interest or participation in the loan obligation evidenced by this Note, Borrower hereby authorizes the Lender to furnish any information concerning the Borrower or any of its affiliates, however acquired, to any Person or entity.

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Usury. Borrower and Lender agree that no payment of interest or other consideration made or agreed to be made by Borrower to Lender pursuant to this Note shall, at any time, be in excess of the maximum rate of interest permissible by law. In the event such payments of interest or other consideration provided for in this Note shall result in an effective rate of interest which, for any period of time, is in excess of the limit of the usury or any other law applicable to the loan evidenced hereby, all sums in excess of those lawfully collectible as interest for the period in question shall, without further agreement or notice between or by any party hereto, be applied to the unpaid principal balance and not to the payment of interest; if a surplus remains after full payment of principal and lawful interest, the surplus shall be remitted by Lender to Borrower, and Borrower agrees to accept such remittance. This provision shall control every other obligation of the Borrower and Lender relating to this Note.

Business Purpose Loan. The Loan is a business loan. Borrower hereby represents that the loan evidenced by this Note is for commercial use and not for personal, family or household purposes. The Borrower agrees that the Loan evidenced by this Note is an exempted transaction under the Truth In Lending Act, 15 U.S.C., §1601, et seq.

Primary Deposit Account. Borrower agrees to maintain Borrower’s primary deposit account with Lender or any banking affiliate of Lender and keep such account at all times in good standing. If Borrower does not maintain a separate deposit account for its operations, but rather its operations are primarily administered through a deposit account of Borrower’s parent or affiliate, then Borrower agrees to cause such parent or affiliate to maintain its primary deposit account with Lender or any banking affiliate of Lender. As used herein, “primary deposit account” means the deposit account into which substantially all of the receipts from the operations of Borrower, or of Borrower’s parent or affiliate if applicable, are deposited and from which substantially all of its disbursements for its operations are made. Lender may increase the prematurity interest rate applicable to this Note immediately by written notice to the Borrower by one-fourth percent (0.25%) if Borrower does not maintain its primary deposit account with Lender.

Governing Law. THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS NOTE SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF.

WAIVER OF DEFENSES. OTHER THAN CLAIMS BASED UPON THE FAILURE OF THE LENDER TO ACT IN A COMMERCIALLY REASONABLE MANNER, BORROWER WAIVES EVERY PRESENT AND FUTURE DEFENSE (OTHER THAN THE DEFENSE OF PAYMENT IN FULL), CAUSE OF ACTION, COUNTERCLAIM OR SETOFF WHICH SUCH BORROWER MAY NOW HAVE OR HEREAFTER MAY HAVE TO ANY ACTION BY THE LENDER IN ENFORCING THIS NOTE OR ANY OF THE LOAN DOCUMENTS. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER GRANTING ANY FINANCIAL ACCOMMODATION TO THE BORROWER.

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Dated as of July 31, 2024

 

 

 

Waiver of Right to Jury Trial; Venue. BORROWER WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION RELATING TO OR ARISING FROM THIS NOTE. AT THE OPTION OF LENDER, THIS NOTE MAY BE ENFORCED IN ANY UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MINNESOTA OR THE STATE COURT SITTING IN HENNEPIN OR RAMSEY COUNTY, MINNESOTA. BORROWER CONSENTS TO THE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVES ANY ARGUMENT THAT VENUE IN SUCH FORUMS IS NOT PROPER OR CONVENIENT. IN THE EVENT AN ACTION IS COMMENCED IN ANOTHER JURISDICTION OR VENUE UNDER ANY TORT OR CONTRACT THEORY ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS NOTE, LENDER, AT ITS OPTION, SHALL BE ENTITLED TO HAVE THE CASE TRANSFERRED TO ONE OF THE JURISDICTIONS AND VENUES ABOVE DESCRIBED, OR IF SUCH TRANSFER CANNOT BE ACCOMPLISHED UNDER APPLICABLE LAW, TO HAVE SUCH CASE DISMISSED WITHOUT PREJUDICE.

[signature page follows]

IN WITNESS WHEREOF, the Borrower has caused this Promissory Note to be signed by its duly authorized officer in favor of the Lender and to be dated as of the date set forth above.

 

 

v3.24.2.u1

Cover	Jul. 31, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 31, 2024
Entity File Number	0-14942
Entity Registrant Name	PRO-DEX, INC.
Entity Central Index Key	0000788920
Entity Tax Identification Number	84-1261240
Entity Incorporation, State or Country Code	CO
Entity Address, Address Line One	2361 McGaw Avenue
Entity Address, City or Town	Irvine
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92614
City Area Code	(949)
Local Phone Number	769-3200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, no par value
Trading Symbol	PDEX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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