Turtle Beach Corporation filed SEC Form 8-K: Regulation FD Disclosure
UNITED STATES
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On June 11, 2025, Turtle Beach Corporation (the “Company”) entered into Amendment No. 2 to Financing Agreement (the “Second Amendment”), to the financing agreement, dated as of March 13, 2024 (as amended from time to time, the “Financing Agreement”), by and among the Company, Voyetra Turtle Beach, Inc., VTB Holdings, Inc., each other loan party thereto, the lenders from time to time party thereto, and Blue Torch Finance, LLC, as administrative agent and collateral agent.
The Second Amendment, among other things, amended and restated clause (d) of the definition of “Permitted Restricted Payments” to permit the Company to repurchase equity interests of the Company constituting common stock in an aggregate amount not to exceed $5,000,000 prior to June 30, 2025. The other material terms of the Financing Agreement were unchanged. In addition, as part of the Second Amendment, the Company will pay down $5 million of its outstanding term loan debt facility.
The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the Second Amendment, which is filed herewith as Exhibit 10.1 and incorporated by reference herein.
| Item 7.01. | Regulation FD Disclosure. |
On June 16, 2025, the Company issued a press release announcing the Second Amendment. A copy of the press release is furnished herewith as Exhibit 99.1.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | Amendment No. 2 to Financing Agreement, dated June 11, 2025, by and among Turtle Beach Corporation, Voyetra Turtle Beach, Inc., VTB Holdings, Inc., each other loan party, the lenders from time to time party thereto, and Blue Torch Finance, LLC, as collateral agent and administrative agent. | |
| 99.1 | Press Release of the Company, dated June 16, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| TURTLE BEACH CORPORATION | ||||||
| Date: June 16, 2025 | By: | /s/ MARK WEINSWIG | ||||
| Mark Weinswig Chief Financial Officer | ||||||