0001239819-19-000138.txt : 20191015 0001239819-19-000138.hdr.sgml : 20191015 20191015083420 ACCESSION NUMBER: 0001239819-19-000138 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191010 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant FILED AS OF DATE: 20191015 DATE AS OF CHANGE: 20191015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LUNA INNOVATIONS INC CENTRAL INDEX KEY: 0001239819 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-52008 FILM NUMBER: 191149330 BUSINESS ADDRESS: STREET 1: 301 FIRST STREET SW STREET 2: SUITE 200 CITY: ROANOKE STATE: VA ZIP: 24011 BUSINESS PHONE: 540-769-8400 MAIL ADDRESS: STREET 1: 301 FIRST STREET SW STREET 2: SUITE 200 CITY: ROANOKE STATE: VA ZIP: 24011 8-K 1 a8ksvbupdate.htm 8-K Document


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): October 10, 2019
 
 
 
Luna Innovations Incorporated
(Exact name of registrant as specified in its charter)
 
 
 

301 1st Street SW, Suite 200
Roanoke, VA 24011
(Address of principal executive offices, including zip code)
540-769-8400
(Registrant’s telephone number, including area code)
(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 Securities Exchange Act of 1934:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, $0.001 par value per share
LUNA
The Nasdaq Stock Market LLC

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.


On October 10, 2019, Luna Innovations Incorporated (“Luna”), Luna’s wholly owned domestic subsidiaries Luna Technologies, Inc., Former Luna Subsidiary, Inc., Terametrix LLC, and General Photonics Corp. entered into an Amended and Restated Loan and Security Agreement (the “Loan Agreement”) with Silicon Valley Bank (the “Lender”), which amends and restates in its entirety that certain Loan and Security Agreement dated as of February 18, 2010, as amended.

Under the Loan Agreement, the Lender agreed to make advances available up to $10.0 million (the “Revolving Line”). If Luna borrows from the Revolving Line, such borrowing would carry a floating annual interest rate equal to the greater of (i) the Prime Rate (as defined in the Loan Agreement) then in effect plus 1% or (ii) 6%. Amounts borrowed under the Revolving Line may be repaid and, prior to the Revolving Line Maturity Date (defined below), reborrowed. The Revolving Line terminates on October 10, 2020 (the “Revolving Line Maturity Date”), unless earlier terminated by Luna if there are no outstanding obligations, and all advances, unpaid interest thereon, and other obligations relating to the Revolving Line are due and payable at that time.

Amounts due under the Loan Agreement are secured by Luna’s assets, including all personal property and bank accounts; however, intellectual property is not secured under the Loan Agreement.

The Loan Agreement requires Luna to observe a number of financial and operational covenants, including maintenance of a specified Liquidity Coverage Ratio (as defined in the Loan Agreement), protection and registration of intellectual property rights and customary negative covenants.

The Loan Agreement contains customary events of default, including nonpayment of principal, interest or other amounts, violation of covenants, material adverse changes, an event of default under any subordinated debt documents, incorrectness of representations and warranties in any material respect, bankruptcy, judgments in excess of a threshold amount, and violations of other agreements in excess of a specified threshold. If any event of default occurs, the Lender may declare due immediately all borrowings under the Loan Agreement and foreclose on the collateral. Furthermore, an event of default under the Loan Agreement would result in an increase in the annual interest rate on any amounts outstanding to five percent above the rates then in effect.

The foregoing summary of the Loan Agreement is not complete and is qualified in its entirety by reference to the Loan Agreement, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ending December 31, 2019.


Item 2.03.
Creation of a Direct Financial Obligation.



The information included in Item 1.01 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.
 
Luna Innovations Incorporated
 
 
 
By:
 
/s/ Scott A. Graeff
 
 
Scott A. Graeff
President and Chief Executive Officer
Date: October 15, 2019