Evolv Technologies Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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| Item 1.01 | Entry into a Credit Agreement. |
On July 29, 2025, Evolv Technologies, Inc. (the ”Borrower”), a direct, wholly-owned subsidiary of Evolv Technologies Holdings, Inc. (“the Company”), entered into the Credit, Security and Guaranty Agreement (the “Credit Agreement”), by and among the Borrower, the Company, MidCap Financial Trust, as agent and term loan service and the other lenders party thereto, that provides for an initial $30 million term loan facility, $30 million delayed draw facility (available for drawdown during the two-year period following the closing date), and a $15 million revolving facility, each with a term of five years (collectively, the “senior secured credit facilities”). The proceeds of any borrowings under the senior secured credit facilities will be used for general corporate purposes.
The Credit Agreement contains customary affirmative and negative covenants, including, among other things, limitations on the Company and its subsidiaries with respect to liens, incurrence of indebtedness, certain fundamental changes, restricted payments, investments and transactions with affiliates, in each case, subject to customary exceptions. The senior secured credit facilities are guaranteed by the Company, and in the future, may be guaranteed by certain material subsidiaries. The senior secured credit facilities are secured by a first lien on substantially all of the assets of the Borrower and the Company.
Under the Credit Agreement, the Borrower is also required to comply with a minimum annual recurring revenue covenant, a minimum earnings before interest, taxes, depreciation, and amortization (“EBITDA”) covenant that takes effect on the second anniversary of the closing date, and a minimum liquidity covenant that would cease to apply following the resolution of certain litigation and regulatory matters.
Borrowings under the senior secured credit facilities bear interest at a fluctuating rate per annum equal to, at the Borrower’s option, the base rate or Term Secured Overnight Financing Rate (“Term SOFR”), in each case, plus an applicable margin calculated depending on EBITDA, ranging from 5.00% to 5.25% (or 4.00% to 4.25% for base rate borrowings). At closing, the applicable margin on Term SOFR loans is 5.25%.
The foregoing description of the Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Credit Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibits are filed as part of this report:
| Exhibit No. |
Description | |
| 10.1 | Credit, Security and Guaranty Agreement, dated as of July 29, 2025, among Evolv Technologies Inc., Evolv Technologies Holdings, Inc., lenders party thereto and MidCap Financial Trust as agent and term loan servicer and the other lenders party thereto from time to time. | |
| 99.1 | Press Release. | |
| 104 | Cover Page Interactive Data file (formatted as Inline XBRL). | |
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: July 30, 2025
| EVOLV TECHNOLOGIES HOLDINGS, INC. | ||
| By: | /s/ George C. Kutsor | |
| Name: | George C. Kutsor | |
| Title: | Chief Financial Officer | |