LIVE VENTURES INC: Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (Form 8-K)

Section 1.01 Entering into a Material Definitive Agreement.

Precision Industries, Inc. Refinancing operation

At January 20, 2022, Precision Industries, Inc.dba Precision Marshall (the “Borrower”), an indirect wholly-owned subsidiary of Registrant, Live Ventures Incorporated (the “Company”), has entered into a series of agreements (the “Agreements”) with Fifth Third Bank (the “Lender”) to refinance its existing credit facility with Eclipse Business Capital, LLCformerly known as Encina Business Credit, LLC (the “Previous Lender”). The refinanced line of credit, for an amount $29 millionis made of $23.0 million in revolving credit, $3.5 million in machinery and equipment loans (“M&E”), and $2.5 million for capital expenditure loans (“Capex”). The proceeds will be used to refinance existing debt, with the remainder for working capital, M&E and capital expenditures.

Advances under the new credit facility will bear interest at the 30-day guaranteed overnight funding rate (“SOFR”) plus 200 basis points for loans under the revolving facility, and at 30-day SOFR plus 225 basis points for M&E and Capex loans (Effective December 31, 2021, SOFR has replaced the London Interbank-Offered Rate (“LIBOR”) in USD for most financial benchmarking). The refinancing of the borrower’s existing credit facility reduces interest costs and improves the availability and liquidity of funds by approximately $3.0 million at the close.

The installation ends on January 20, 2027, unless terminated earlier in accordance with its terms. During the term of the Agreements, if the Borrower prepays all its obligations and terminates the Lender’s commitment to make loans, or if the obligations are accelerated as described in the Agreements, the Borrower shall pay all its other obligations as well as a termination indemnity to the lender. The cancellation fee corresponds to an amount equal to 2% of the amount of the facility if the cancellation takes place no later than January 20, 2023 or 1% of the Amount of the Facility if the termination occurs between January 21, 2023 and January 20, 2024.

Advances under the new credit facility are secured by a pledge of substantially all of the Borrower’s assets. Precision Affiliated Holdings LLC, a direct wholly-owned subsidiary of the Company and parent company of the Borrower, is the guarantor of the facility. The Company does not guarantee the installation.

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

The information set out in point 1.01 above is incorporated by reference in this point 2.03.

Forward-Looking Statements

This current report on Form 8-K contains “forward-looking statements,” including statements regarding the proposed offering. Forward-looking statements can generally be identified by the use of words such as “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “plan”, “have the intention to”, “could”, “plan”, “project”, “potential”, “seek”, “should”, “think”, “will”, “would” and similar expressions, or they may use dates Forward-looking statements contained herein include, but are not limited to, statements regarding the Company’s expectations regarding the completion, timing and size of the proposed private offering, as well as the use These forward-looking statements are subject to assumptions, risks and uncertainties that may change at any time, and readers are therefore cautioned that actual results could differ materially from those expressed in the forward-looking statements. The factors likely to could cause actual results to differ include, among other things: risks and uncertainties associated with market conditions and the satisfaction of customary closing conditions associated with the proposed offering; and other risks and uncertainties discussed in the Company’s filings with the SECONDincluding the “Risk Factors” sections of the company’s annual report on Form 10-K for the fiscal year ended September 30, 2021. The Company undertakes no obligation to update forward-looking statements as a result of new information, future developments or otherwise, except as expressly required by law. All forward-looking statements contained herein are qualified in their entirety by this cautionary statement.

Item 9.01 Financial statements and supporting documents.

(d) Exhibits

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Exhibit
Number     Description

10.92        Credit and Security Agreement, dated as of January 20, 2022,
           between Fifth Third Bank, National Association, and Precision
           Industries, Inc.

10.93        Trademark Security Agreement, dated as of January 20, 2022, by and
           between Precision Industries, Inc., and Fifth Third Bank, National
           Association

10.94        Guaranty, dated as of January 20, 2022, by Precision Affiliated
           Holdings LLC for the benefit of Fifth Third Bank, National
           Association

10.95        Guarantor Security Agreement, dated as of January 20, 2022, by and
           between Precision Affiliated Holdings LLC, and Fifth Third Bank,
           National Association

10.96        Stock Pledge Agreement, made as of January 20, 2022, by Precision
           Affiliated Holdings LLC, to Fifth Third Bank, National Association

104         Cover Page Interactive Data File (embedded within the Inline XBRL
           document)




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