8-K

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): February 4, 2022

GTY TECHNOLOGY HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Massachusetts	001-37931	83-2860149
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

800 Boylston Street, 16th Floor

Boston, MA 02199

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (877) 465-3200

Not Applicable

(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:

¨ 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 Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	GTYH	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 February 4, 2022, GTY Technology Holdings Inc. (the “Company”) and the applicable lender parties entered into a First Amendment to Loan and Security Agreement (the “Amendment”), which amended the Loan and Security Agreement dated as of November 13, 2020 by and among the Company, each of the subsidiary guarantors from time to time party thereto (collectively, the “Guarantors”), the financial institutions from time to time party thereto (collectively, the “Lenders”), and Acquiom Agency Services LLC, a Colorado limited liability company, as agent for the Lenders (the “Agreement”).

Under the Amendment, the definition of “Prepayment Event” was changed to increase from $15,000,000 to $24,000,000 the cumulative amount of ATM Program Proceeds that the Company, or any of the Guarantors, may receive without being required to use certain net cash proceeds therefrom to prepay the term loan under the Agreement. ATM Program Proceeds are defined under the Agreement as any cash proceeds actually received by the Company from the sale of certain Company equity interests pursuant to one or more Form S-3 shelf registration statements, net of all costs and expenses (including attorney’s fees) incurred in connection therewith, and include any cash proceeds raised pursuant to and in accordance with the At Market Issuance Sales Agreement dated February 4, 2022 among the Company, B. Riley Securities, Inc. and Needham & Company, LLC.

The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	First Amendment to Loan and Security Agreement dated February 4, 2022 by and between GTY Technology Holdings Inc. and Clover Private Credit Opportunities Origination II L.P.
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded in the inline XBRL Document)

2

SIGNATURE

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.

GTY TECHNOLOGY HOLDINGS INC.
By:	/s/ Jon C. Bourne
	Name:	Jon C. Bourne
	Title:	Executive Vice President, General Counsel and Secretary

Dated: February 7, 2022 

3

EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT

THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated as of February 4, 2022 (this “Amendment”), is entered into by and among GTY Technology Holdings Inc., a Massachusetts corporation (the “Borrower”), and the lenders party hereto (the “Required Lenders”).

W I T N E S E T H:

WHEREAS, the Borrower, certain of its subsidiaries party thereto as Guarantors, the Required Lenders and Acquiom Agency Services LLC, as agent for the Lenders (in such capacity, the “Agent”) are parties to that certain Loan and Security Agreement, dated as of November 13, 2020 (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”).

WHEREAS, the Borrower intends to enter into that certain At the Market Issuance Sales Agreement, dated on or around the date hereof (the “Sales Agreement”), with B. Riley Securities, Inc. and Needham & Company, LLC (collectively, the “Brokers”), whereby the Borrower will issue and sell shares of its common stock through the Brokers.

WHEREAS, the Borrower has requested that the Required Lenders agree to certain amendments to the Loan Agreement so as to permit the Borrower to enter into the Sales Agreement, and the Required Lenders have agreed to do so, on the terms and conditions set forth in this Amendment.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.Amendments. In reliance upon the representations and warranties of the Loan Parties set forth in Section 3 below and subject to the conditions to effectiveness set forth in Section 2 below, the Loan Agreement is hereby amended as follows:

(a)Section 1 of the Loan Agreement is hereby amended by deleting clause (e) of the defined term “Prepayment Event” in its entirety, and substituting therefor with following:

“(e) The receipt by the Borrower, any other Loan Party, of ATM Program Proceeds, in a cumulative amount for all such proceeds received from and after the Agreement Date in excess of $24,000,000; or”

2.Conditions. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent:

(a)The Agent and the Required Lender shall have received this Amendment properly executed by the Loan Parties;

(b)all representations and warranties of the Loan Parties set forth herein and in the Loan Documents shall be true and correct in all material respects, (ii) no Event of Default or any other event which, upon the lapse of time, service of notice, or both, which would constitute an Event of Default under any of the Loan Documents, shall have occurred and be continuing, and (iii) the Loan Parties shall be in compliance with the Loan Agreement and the other Loan Documents; and the Loan Parties shall have certified the foregoing matters to the Agent and the Required Lenders; and

(c)The Agent and the Required Lenders shall have received all other documents, information and reports required or requested to be executed and/or delivered by the Loan Parties under any provision of this Amendment or any other Loan Documents.

3.Representations and Warranties. To induce the Agent and the Required Lenders to execute and deliver this Amendment, the Loan Parties hereby represent and warrant to the Agent and the Required Lenders that, after giving effect to this Amendment:

(a)The representations and warranties of the Loan Parties contained in the Loan Agreement or any other Loan Document are true and correct in all material respects (or in all respects for such representations and warranties that are by their terms already qualified as to materiality) on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all respects (or in all material respects for such representations and warranties that are not by their terms already qualified as to materiality) as of such earlier date;

(b)No Event of Default or any other event which, upon the lapse of time, service of notice, or both, which would constitute an Event of Default under any of the Loan Documents has occurred and is continuing;

(c)This Amendment and the Loan Agreement constitute legal, valid and binding obligations of the Loan Parties enforceable against the Loan Parties in accordance with their terms, except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles; and

(d)The execution and delivery by each of the Loan Parties of this Amendment does not require the consent or approval of any person, Government Authority or any other entity, whether acting in an individual, fiduciary or other capacity, except such consents and approvals as have been obtained.

4.Costs and Expenses. The Loan Parties agree to pay or reimburse the Agent and the Required Lenders for all expenses incurred by the Agent and the Required Lender in connection with the preparation, negotiation and closing of the transactions contemplated hereby, including without limitation reasonable attorneys' fees and expenses, and all such amounts shall be part of the Obligations.

5.Ratification. The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions of the Loan Agreement and shall not be deemed to be a consent to the modification or waiver of any other term or condition of the Loan Agreement. Except as expressly modified and superseded by this Amendment, the terms and provisions of the Loan Agreement are ratified and confirmed and shall continue in full force and effect.

6.Governing Law. This Amendment shall be construed in accordance with the substantive laws of the State of New York without regard to conflict of laws.

7.No Waiver. This Amendment shall not constitute a waiver of any Event of Default or any other event which, upon the lapse of time, service of notice, or both, which would constitute an Event of Default, existing under the Loan Agreement, or a waiver or modification of any of the Agent’s or the Lenders’ rights and remedies or of any of the terms, conditions, warranties, representations, or covenants contained in the Loan Agreement, and the Agent and the Required Lenders hereby reserve all of their rights and remedies pursuant to the Loan Agreement and applicable law.

8.Event of Default. The failure of the Loan Parties to satisfy any of the terms and conditions of this Amendment shall constitute an Event of Default under the Loan Agreement, and the Agent and the Lenders shall be entitled to all of their rights and remedies under the Loan Agreement and applicable law.

9.Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall be considered one and the same document. Delivery of an executed counterpart of a signature page of this document by facsimile shall be effective as delivery of a manually executed counterpart of this document.

10.Agent Direction. By its execution hereof, each of the undersigned Lenders hereby authorizes and directs the Agent to execute and deliver its acknowledgement to this Amendment on the date hereof.

[Signatures appear on the following page]

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

BORROWER:	GTY TECHNOLOGY HOLDINGS INC.,
	a Massachusetts corporation
	By:	/s/ John Curran
	Name:	John Curran
	Title:	Chief Financial Officer
GUARANTORS:	Open Counter Enterprises Inc.,
	a Delaware corporation
	By:	/s/ John Curran
	Name:	John Curran
	Title:	Chief Financial Officer
	ecivis, inC.,
	a Delaware corporation
	By:	/s/ John Curran
	Name:	John Curran
	Title:	Chief Financial Officer
	SHERPA GOVERNMENT SOLUTIONS LLC,
	a Delaware limited liability company
	By:	/s/ John Curran
	Name:	John Curran
	Title:	Chief Financial Officer
	SHERPA GOVERNMENT SOLUTIONS LLC,
	a Colorado limited liability company
	By:	/s/ John Curran
	Name:	John Curran
	Title:	Chief Financial Officer
	cITYBASE, INC.,
	a Delaware corporation
	By:	/s/ John Curran
	Name:	John Curran
	Title:	Chief Financial Officer

the department of better technology, inc.,
a Delaware corporation
By:	/s/ John Curran
Name:	John Curran
Title:	Chief Financial Officer
QUESTICA LTD.,
a Delaware corporation
By:	/s/ John Curran
Name:	John Curran
Title:	Chief Financial Officer
BONFIRE INTERACTIVE LTD.
a British Columbia company
By:	/s/ John Curran
Name:	John Curran
Title:	Chief Financial Officer
QUESTICA SOFTWARE INC.
a British Columbia company
By:	/s/ John Curran
Name:	John Curran
Title:	Chief Financial Officer
QUESTICA USCDN INVESTMENTS INC.
a British Columbia company
By:	/s/ John Curran
Name:	John Curran
Title:	Chief Financial Officer
1176370 B.C. UNLIMITED LIABILITY COMPANY
a British Columbia unlimited liability company
By:	/s/ John Curran
Name:	John Curran
Title:	Chief Financial Officer

1176363 B.C. LTD.
a British Columbia company
By:	/s/ John Curran
Name:	John Curran
Title:	Chief Financial Officer
1176368 B.C. LTD.
a British Columbia company
By:	/s/ John Curran
Name:	John Curran
Title:	Chief Financial Officer

REQUIRED LENDERS:	CLOVER PRIVATE CREDIT OPPORTUNITIES
	ORIGINATION II LP,
	a Delaware limited partnership
	By: UBS O’Connor LLC, its investment manager
	By:	/s/ Rodrigo Trelles
	Name: Rodrigo Trelles
	Title: Managing Director
	By:	/s/ Baxter Watson
	Name: Baxter Wasson
	Title: Managing Director

ACKNOWLEDGED BY:
AGENT:	ACQUIOM AGENCY SERVICES LLC,
	a Colorado limited liability company
	By:	/s/ Veronica Colón
	Name:	Veronica Colón
	Title:	Senior Director – Relationship Manager

XML

Cover	Feb. 04, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 04, 2022
Entity File Number	001-37931
Entity Registrant Name	GTY TECHNOLOGY HOLDINGS INC.
Entity Central Index Key	0001682325
Entity Tax Identification Number	83-2860149
Entity Incorporation, State or Country Code	MA
Entity Address, Address Line One	800 Boylston Street
Entity Address, Address Line Two	16th Floor
Entity Address, City or Town	Boston
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02199
City Area Code	877
Local Phone Number	465-3200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	GTYH
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false