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UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 27, 2017
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Crexendo,
Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Nevada
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001-32277
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87-0591719
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(State or Other Jurisdictionof Incorporation)
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(CommissionFile Number)
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(IRS EmployerIdentification No.)
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1615
S. 52nd
Street, Tempe, AZ 85281
(Address of Principal Executive Offices) (Zip Code)
(602) 714-8500
(Registrant’s Telephone Number, Including Area
Code)
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 (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))
Item 1.01 Entry into a
Material Definitive Agreement
On
February 27, 2017, Crexendo, Inc. (the "Company") entered a second
amendment (“Amendment”) to a Term Loan Agreement dated
December 30, 2015 (the "Loan Agreement"), with Steven G. Mihaylo,
as Trustee of the Steven G. Mihaylo Trust dated August 19, 1999
(the "Lender"). The terms of the Loan Agreement were not changed
other than the provision which required the Lender to increase the
amount of the Loan by up to an additional $1,000,000 on the same
terms and conditions as the initial advance if the independent
directors of the Company, in their reasonable discretion, determine
such an increase is necessary for the funding needs of the Company
and that the terms of the Loan are in the best interests of the
Company and its stockholders has been extended to allow the Board
of Directors to make such a determination up to May 30, 2018
..
The
foregoing paragraphs provide a summary of selected provisions of
the Amendment to the Loan Agreement. This summary is not complete
and is qualified in its entirety by reference to the copy of the
Loan Agreement attached to the December 30, 2015 SEC form 8K and
the Amendment attached hereto as an Exhibit
10.1.
The Second Amendment has been attached to provide readers with
information regarding its terms and is not intended to provide
readers with information about the current state of affairs of the
Company. The Loan Agreement which had been attached to the December
30, 2015 SEC form 8K contained representations and warranties and
other statements that are solely for the benefit of the parties to
those agreements and are designed to allocate business and other
risks among the parties. Such representations and warranties and
other statements (i) speak only as to the date on which they were
made, and may be modified or qualified by confidential schedules or
other disclosures, agreements or understandings among the parties,
which the parties believe are not required by the securities laws
to be publicly disclosed, and (ii) may be subject to a different
materiality standard than the standard that is applicable to
disclosures to investors. Moreover, it was advised that information
concerning the subject matter of the representations and warranties
and other statements made in the Loan Agreement would likely change
after the execution date of the Loan Agreement, and subsequent
information may or may not be fully reflected in the Company's
public disclosures. Accordingly, investors should not rely upon
representations and warranties and other statements in the Loan
Agreement as factual characterizations of the actual state of
affairs of the Company. Investors should instead look to
disclosures contained in the Company's reports under the Securities
Exchange Act of 1934, as amended.
Safe
Harbor for Forward-Looking Statements
In
addition to historical information, this Report contains
forward-looking statements. The Company may, from time to time,
make written or oral forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Such
statements encompass the Company's beliefs, expectations, hopes or
intentionsregarding future events. Words such as "expects,"
"intends," "believes," "anticipates," "should," "likely" and
similar expressions identify forward-looking statements. All
forward-looking statements included in this Report and the exhibits
filed herewith are made as of the date hereof and are based on
information available to the Company as of such date. The Company
assumes no obligation to update any forward-looking statement.
Readers should note that many factors could affect the proposed
transactions, as well as the future operating and financial results
of the Company, and could cause actual results to vary materially
from those expressed in forward-looking statements set forth in
this Report. These factors include, but are not limited to, the
timing ofthe actions contemplated by the proposed transactions and
other unanticipated factors. Risk factors, cautionary statements
and other conditions which could cause the Company's actual results
to differ from management's current expectations are contained in
the Company's filings with the SEC, including the section of the
Company's Annual Report on Form 10-K for the year ended December
31, 2015, entitled "Risk Factors." All subsequent forward-looking
statements attributable to the Company or persons acting on its
behalf are expressly qualified in their entirety by these
cautionary statements.
Item 9.01 Financial
Statements and Exhibits.
(d)
Exhibits
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Exhibit No.
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Description
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Second Amendment to Term Loan,
dated February 27, 2017, between Crexendo, Inc. and Steven G.
Mihaylo, as Trustee of the Steven G. Mihaylo Trust dated August 19,
1999.
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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 thereunto duly authorized.
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Dated:
March 1, 2017
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Crexendo, Inc.
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By:
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/s/ Ronald
Vincent
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Ronald
Vincent
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Chief
Financial Officer
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