Form 8-K - Current report

 

 

 

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): January 19, 2024

 

STRONG GLOBAL ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)

 

British Columbia, Canada		001-41688		N/A
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

 

5960 Fairview Road, Suite 275 Charlotte, NC		28210
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: [phone]

 

N/A

(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		Ticker symbol(s)		Name of each exchange on which registered
Class A Common Voting Shares, without par value		SGE		NYSE American

 

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 January 19, 2024, Strong Global Entertainment, Inc. (the “Company”) entered into a demand credit agreement (the “Agreement”) with Canadian Imperial Bank of Commerce (“CIBC”). The Agreement consists of a demand operating credit and a business credit card facility.

 

Under the demand operating credit, with certain conditions, the credit limit is the lesser of (a) CAD$6,000,000 or (b) the sum of (i) 80% of Receivable Value, which includes all North American accounts receivable of Strong/MDI Screen Systems Inc., a British Columbia entity and Strong Technical Services Inc. (collectively, the “Subsidiaries”), and (ii) 50% of Inventory Value, but in no event may the amount in this clause (ii) exceed $1,500,000, minus (iii) all Priority Claims. The amounts obtained under this credit are to be used for working capital.

 

Under the business credit card facility, the credit limit is CAD$75,000. The amounts obtained under this credit are to be used for purchase and payment of goods and services.

 

The Agreement is secured by all present and future indebtedness and liabilities of the Company to each of CIBC and CIBC’s affiliates. The Agreement is guaranteed by the Subsidiaries and FG Holdings Quebec Inc., a Quebec entity and the Company’s major shareholder (“FG Quebec,” formerly Strong/MDI Screen Systems, Inc.). The Company also agreed on certain financial covenants, affirmative covenants, including, but not limited to, those related to reporting requirements, and negative covenants, including, but not limited to, those related to restrictions on liens, restrictions on certain payments, restrictions on debt and restrictions on investments.

 

The Company expects the funds will be available in January 2024.

 

On January 19, 2024, as a guarantor, the Company also signed a credit agreement which is an amendment (“Amendment No. 2”) entered into by CIBC and FG Quebec. The Amendment No. 2 amends certain Credit Agreement dated January 13, 2023 (the “Prior Agreement”) between CIBC and FG Quebec. Pursuant to the Amendment No. 2, (i) under the demand operating credit, the credit limit is decreased from $3,400,000 to $1,400,000, (ii) the business credit card facility is removed, (iii) reporting requirements and a negative covenant are added, and (iv) CIBC’s security interest in certain assets of FG Quebec securing the credit facilities under the Prior Agreement was removed in exchange for a guarantee from the Company with respect to all liabilities of FG Quebec to CIBC.

 

All capitalized terms used but not defined in this Current Report on Form 8-K shall have the respective meanings ascribed thereto by the Agreement and Amendment No. 2. The foregoing description of the Agreement and Amendment No. 2 do not purport to be complete and are qualified in their entirety by reference to the Agreement and Amendment No. 2 filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K, and which are incorporated herein by reference.

 

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

On January 19, 2024, the Company entered into the Agreement and the Amendment No. 2, as described in Item 1.01 above and incorporated herein by this reference.

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
10.1†		Demand Credit Agreement by and between Strong Global Entertainment, Inc. and Canadian Imperial Bank of Commerce, dated January 19, 2024.
10.2		Amendment #2 to the Credit Agreement dated January 13, 2023 between FG Holdings Quebec Inc. and Canadian Imperial Bank of Commerce, dated January 19, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

† Exhibits and schedules to this Exhibit have been omitted pursuant to Regulation S-K Item 601(a)(5). The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

 

 

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.

 

	STRONG GLOBAL ENTERTAINMENT, INC.
Date: January 23, 2024	By:	/s/ Todd R. Major
	Name:	Todd R. Major
	Title:	Chief Financial Officer

 

 

 

Exhibit 10.1

 

 

CREDIT AGREEMENT LETTER

 

Canadian Imperial Bank of Commerce

1155 boul. René-Levesque Ouest, suite 300

Montréal, Québec, H3B 4P9

 

January 19, 2024

 

Strong Global Entertainment Inc.

 

Suite 2300, Bentall 5

550 Burrard Street

Vancouver, British Columbia, V6C 2B5

 

Attention: Mr. Mark Roberson

 

Dear Mr. Roberson:

 

Re: Credit Facility

 

Canadian Imperial Bank of Commerce (“CIBC”) is pleased to establish the following credit facility in favour of Strong Global Entertainment Inc. (the “Borrower”).

 

Demand operating credit

 

Credit Limit:

 

The lesser of

 

(a)	$6,000,000 CAD

 

or

 

(b)	the sum of

 

	(i)	80% of Receivable Value, which includes all North American accounts receivable of Strong Global Entertainment Inc., Strong/MDI Screen Systems Inc., and Strong Technical Services Inc.
	(ii)	50% of Inventory Value, but in no event may the amount in this clause (ii) exceed $1,500,000, minus
	(iii)	All Priority Claims

 

Condition: It is understood that accounts receivable from IMAX (Canada) shall be considered eligible with aging up to 120 days.

 

The aggregate outstanding amount of Canadian dollar loans, US dollar loans, standby L/Cs, B/As and L/C Acceptances under this Credit may not at any time exceed the sublimit of this Credit set out above under (1)

 

Purpose:

 

All amounts obtained under this Credit are to be used for working capital.

 

Version September 2023

 

 

Description and rate:

 

A revolving Credit, available as follows:

 

●	Canadian dollar loans, which will also be available by way of overdrafts. Interest on Canadian dollar loans will be calculated at the Prime Rate plus 1.25% per annum.
●	US dollar Base Rate loans, which will also be available by way of overdrafts Interest on US dollar Base Rate loans will be calculated at the US Base Rate plus 1.25% per annum.
●	US dollar Term SOFR Loans. Interest on Term SOFR Loans will be calculated at the Adjusted Term SOFR Rate for each applicable SOFR Period plus 2.75% per annum. The Term SOFR Adjustment is as set out in the Schedule A attached to this letter.
●	Canadian dollar or US dollar standby L/Cs. At no time shall the total amount of outstanding standby L/Cs (which for greater certainty shall be net of the amount of any previous drawing made under any standby L/C then outstanding) under this Credit (including the equivalent amount in Canadian dollars of any standby L/C denominated in US dollars) exceed $500,000. Standby L/Cs under this Credit may not have terms to expiry of more than 12 months. Fees for standby financial L/Cs (being L/Cs that serve as direct credit substitutes and secure, directly or indirectly, payment of financial obligations such as indebtedness for borrowed money or the purchase price of goods or services, or lease payments) under this Credit will be calculated at 2.75% per annum, and for standby non financial L/Cs (being all other types of L/Cs including generally those that relate to transaction related contingencies arising in the normal course of business) under this Credit will be calculated at 2.75% per annum. The minimum fee for each standby L/C under this Credit is $500 or US $500, as applicable. In each case the Borrower shall reimburse CIBC for its out of pocket expenses relative to all standby L/Cs under this Credit. CIBC’s standard L/C documentation is also required.
●	Canadian dollar Term CORRA Loans, not exceeding Canadian $6,000,000. Interest on Term CORRA Loans will be calculated at the Term CORRA Rate for each applicable CORRA Period plus 2.75% per annum.

 

Repayment:

 

All amounts under this Credit are repayable immediately on demand by CIBC, and this Credit may be terminated in whole or in part by CIBC at any time.

 

The Borrower shall have the option to repay any amount under this Credit at any time; provided that Term CORRA Loans and Term SOFR Loans may be repaid only at the end of a CORRA Period or SOFR Period, as the case may be.

 

Business credit card facility

 

Credit limit:

 

$75,000 CAD

 

Purpose:

 

Purchase and payment of goods and services.

 

Repayment:

 

On-demand in accordance with the CIBC Business Credit Card Agreement (Business Liability)

 

Documentation:

 

CIBC Business Credit Card Agreement (Business Liability)

 

Conditions:

 

N/A

 

Strong Global Entertainment Inc.

Credit Agreement Letter | 2

 

 

Security

 

The following security, which shall be in form and substance satisfactory to CIBC, is required to secure all present and future indebtedness and liabilities of the Borrower to each of CIBC and CIBC’s affiliates (including under any Swap Agreement). All references in any such security to indebtedness or liabilities of the Borrower to CIBC shall be deemed to be references to indebtedness and liabilities of the Borrower to each of CIBC and CIBC’s affiliates

 

●	General Security Agreement creating in favour of CIBC a first priority security interest in all present and future undertaking and personal property of the Borrower including receivables, inventory, equipment and machinery
●	Security under section 427 of the Bank Act.
●	Guarantee from FG Holdings Quebec Inc. with respect to all of the liabilities of the Borrower to CIBC.
●	Guarantee from Strong/MDI Screen Systems, Inc. with respect to all of the liabilities of the Borrower to CIBC, secured by a General Security Agreement creating in favor of CIBC a first-priority security interest in all present and future undertaking and personal property of the Strong/MDI Screen Systems, Inc. including receivables, inventory, equipment and machinery.
●	Guarantee from Strong Technical Services, Inc. with respect to all of the liabilities of the Borrower to CIBC, secured by a {GSA and/or UCC}.

 

FG Holdings Quebec Inc., Strong Technical Services, Inc., and Strong/MDI Screen Systems, Inc. are individually referred to as the “Guarantor” and collectively the “Guarantors”

 

●

Acknowledged assignment of adequate fire and other perils insurance on the property and assets of the Borrower that are subject to CIBC’s security, with loss payable to CIBC.

 

Financial covenants

 

Covenants:

 

The Borrower will ensure that:

 

Financial Covenants:

 

●	The Debt to EBITDA Ratio does not exceed 3.0 to 1.0 at any time.
●	The Fixed Charge Coverage Ratio is not less than 1.1 to 1.0 at any time.
●	The Current Ratio is not less than 1.1 to 1.0 at any time.

 

The Financial Covenants shall be tested quarterly (except for the Fixed Charge Coverage Ratio which shall be tested annually based on the combined financial statements of the Borrower (consolidated) and FG Holdings Quebec Inc.)

 

“Accrued Participation Costs” are to be deducted form current liabilities when calculating the Current Ratio.

 

“Fixed Charge Coverage Ratio” means the ratio of EBITDA to the sum of (i) Debt Service Requirements (which shall include amortization of the limit of the Demand Operating Credit over 20 years) (ii) cash income taxes (iii) Unfunded Capital and (iv) Restricted Payments.

 

Negative covenants

 

Restricted payments:

 

Restricted Payments shall not be permitted without prior approval from CIBC

 

Strong Global Entertainment Inc.

Credit Agreement Letter | 3

 

 

Lien restrictions:

 

None of the Borrower and its Subsidiaries will create, incur or suffer to exist any Lien on any of its property or assets, except:

 

a)	Purchase Money Liens
b)	Liens existing on an asset when it was acquired by the Borrower or its Subsidiary (and not created in contemplation of the acquisition) to secure indebtedness existing at such time; or
c)	Normal Course Liens.

 

Amalgamations, etc.:

 

Without CIBC’s prior written approval, none of the Borrower and its Subsidiaries will enter into any amalgamation or consolidation or merger or liquidate, wind up or dissolve itself (or permit any liquidation, winding up or dissolution or any proceedings therefor) or continue itself under the laws of any other statute or jurisdiction, except that, subject to the Borrower and its Subsidiaries taking such action, and executing and delivering to CIBC such agreements and other documents as CIBC may require, acting reasonably, to assure the continued validity, enforceability and effectiveness of the Security and the covenants, agreements and obligations of the Borrower under the Credits, and provided that there does not then exist any failure by the Borrower to perform or observe any of its covenants in this Agreement and no such failure would be created thereby, any wholly owned Subsidiary may be amalgamated or consolidated or merged or liquidated, wound up or dissolved with or into the Borrower, provided that the Borrower shall be the continuing corporation, or with or into any one or more other wholly owned Subsidiaries.

 

Debt restrictions:

 

None of the Borrower and its Subsidiaries will create, incur, assume or permit to exist any Debt except:

 

i)	amounts owed to CIBC under the Credits;
ii)	Purchase Money Obligations in an aggregate amount for the Borrower and its Subsidiaries not exceeding $500,000 at any time;
iii)	Postponed Debt;

 

Dispositions of property:

 

None of the Borrower and its Subsidiaries will sell, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any material part of its property, whether now owned or hereafter acquired, except that each of the Borrower and its Subsidiaries:

 

i)	may sell in the normal course of its business for the purpose of carrying on the same, for fair market value, in accordance with customary trade terms, any property that would reasonably be considered to be the subject matter of sales by it in the normal course of its business for the purpose of carrying on the same; and
ii)	may sell, transfer or otherwise dispose of any property that is worn out or obsolete or of no material value.

 

Restriction on investments:

 

None of the Borrower and its Subsidiaries will make any Investment without CIBC’s prior approval, except for any Investment made by the Borrower or its Subsidiary in respect of the Borrower or another one of its Subsidiaries, provided that there does not then exist any failure by the Borrower to perform or observe any of its covenants in this Agreement and no such failure would be created thereby.

 

Hostile take-overs:

 

None of the Borrower and its Subsidiaries will use any amount obtained by the Borrower under any of the Credits to finance a bid for any securities of any corporation in circumstances where the board of directors of such corporation has recommended (or is reasonably expected to recommend) rejection of such bid.

 

Strong Global Entertainment Inc.

Credit Agreement Letter | 4

 

 

Transactions with affiliates:

 

Except as specifically permitted hereunder, none of the Borrower and its Subsidiaries will enter into any transaction, including the purchase, sale or exchange of any property or the rendering of any services, with any of its shareholders or with any of its Affiliates, or with any of its or their directors or officers, or enter into, assume or permit to exist any employment, consulting or analogous agreement or arrangement with any such shareholder or Affiliate or with any of its directors or officers, except a transaction or agreement or arrangement which is in the ordinary course of business of the Borrower or such Subsidiary and which is upon fair and reasonable terms not less favourable to the Borrower or its applicable Subsidiary than it would obtain in a comparable arms length transaction.

 

Conditions precedent

 

In addition to the documentation specified in section 5.1 of Schedule A hereto, the obligation of CIBC to make available any Credit is subject to CIBC’s receipt of the following, in form and substance satisfactory to CIBC:

 

●	All security and due diligence to be completed to CIBC’s satisfaction.

 

Reporting requirements

 

The Borrower will provide to CIBC:

 

●	Within 30 days after the end of each month, an Officer’s Certificate as to Receivable Value, on an aged basis.

 

●	Within 30 days after the end of each month, an Officer’s Certificate as to Inventory Value.
●	Within 30 days after the end each month, an Officer’s Certificate as to accounts payable, on an aged basis.
●	Within 120 days after the end of each fiscal year, the audited consolidated financial statements of the Borrower for such year, prepared in accordance with GAAP.
●	Within 120 days after the end of each fiscal year, the unconsolidated notice to reader financial statements of the Borrower for such year, prepared in accordance with GAAP
●	Within 45 days after the end of each fiscal quarter, the unaudited consolidated financial statements of the Borrower for such quarter, prepared in accordance with GAAP.
●	Within 120 days after the end of each fiscal year, a business plan/forecast for the Borrower for its next fiscal year, including quarterly projected balance sheets, income statements and cash flows.
●	Within 120 days after the end of each fiscal year, the in-house consolidated combined financial statements of the Borrower and FG Holdings Quebec Inc.
●	Within 45 days after the end of each quarter, a Compliance Certificate for the Borrower.
●	Within 30 days after the end of each month, a Monthly Statement of Available Credit Limit.
●	Such other information relative to the Borrower and its Subsidiaries, and any guarantor, as CIBC may reasonably require.

 

Fees

 

Monitoring:

 

A fee of $250 per month.

 

Set-up:

 

A fee of $10,000 payable on acceptance of this letter.

 

Annual fee:

 

A fee of $5,000 payable annually by May 31^st.

 

Strong Global Entertainment Inc.

Credit Agreement Letter | 5

 

 

Other provisions

 

Schedule A:

 

The attached Schedule A, which contains certain additional provisions applicable to the Credits, and certain definitions, forms part of this Agreement. If there is a conflict or inconsistency between the provisions of this letter agreement and Schedule A, the provisions of this letter agreement shall govern.

 

Amendment to Schedule A:

 

The following term(s) in the attached Schedule A are redefined below:

 

1.3. Confidentiality. The terms of this Agreement are confidential between the Borrower and CIBC, and accordingly the Borrower will not disclose the contents of this Agreement to anyone except its professional advisors. CIBC is nevertheless authorized to disclose information on the Borrower to its guarantor(s). Notwithstanding the foregoing, the Borrower may disclose the terms and contents of this Agreement if required by law or the rules and policies of any stock exchange having jurisdiction, provided that the Borrower only disclose those parts of the Agreement that are required to be disclosed by such laws or stock exchange rules or policies.

 

Notice of borrowing:

 

Whenever the Borrower desires to obtain any amount under a Credit (other than by way of a permitted overdraft ), it will give to CIBC irrevocable prior written notice as specified in Schedule A hereto.

 

Notice of repayment:

 

Whenever the Borrower desires to make one or more repayments under one or more Credits in an aggregate amount exceeding $10,000,000 (or the equivalent in any other currency) on any day, it will give to CIBC irrevocable prior written notice as specified in Schedule A hereto.

 

Interest on excess amounts:

 

The interest rate applicable to any outstanding amount under a Credit which is in excess of the limit of such Credit shall be the Interest Rate Applicable to Credit Limit Excesses specified in Schedule A hereto.

 

Interest on overdue amounts:

 

Interest on overdue amounts is payable as specified in Schedule A hereto.

 

Interest payment dates:

 

Except with respect to interest on amounts in default, which is payable on demand, or as otherwise specified herein or in Schedule A hereto, interest and fees will be calculated and payable monthly in arrears on such day in each month as CIBC requires.

 

Authorized debits:

 

The Borrower authorizes CIBC to debit its Operating Account for any interest, fees or other amounts that are payable by the Borrower to CIBC with respect to the Credits, as and when such amounts are payable.

 

Communications:

 

Any communication or notice to be given with respect to the Credits may be effectively given by delivering the same at the addresses set out on the signature page hereof, or by sending the same by facsimile, e-mail or prepaid registered mail to the parties at such addresses. Any notice so mailed will be deemed to have been received on the tenth day next following the mailing thereof, provided that postal service is in normal operation during such time. Any facsimile or e-mail notice will be deemed to have been received on transmission if sent on a Business Day and, if not, on the next Business Day following transmission. Either party may from time to time notify the other party, in accordance with this section, of any change of its address which thereafter will be the address of such party for all purposes of the Credits.

 

Strong Global Entertainment Inc.

Credit Agreement Letter | 6

 

 

Replacements:

 

This letter supersedes and replaces all prior discussions, letters and agreements (if any) describing the terms and conditions of any credit facility established by CIBC in favour of the Borrower.

 

Please indicate your acceptance of these terms by signing below and returning the enclosed copy to our attention no later than January 31, 2024.

 

Yours truly,
Address:	CANADIAN IMPERIAL BANK OF COMMERCE
1155 Rene-Levesque Ouest,
Suite 300,
Montreal, Québec, H3B 4P9
	By:	/s/ Christopher Lo Manno
	Name:	Christopher Lo Manno
	Authorized Signatory

 

	By:	/s/ Costa Trikoulis
	Name:	Costa Trikoulis
	Authorized Signatory

 

Please indicate your acceptance of these terms by signing below and returning the enclosed copy to our attention no later than January 31, 2024.

 

Address:	Strong Global Entertainment Inc.
Suite 2300, Bentall 5
550 Burrard Street,
Vancouver, British Columbia,
V6C 2B5	By:	/s/ Mark D. Roberson
	Name:	Mark D. Roberson
	Title:	Chief Executive Officer

 

Signed this _19__ day of __January____, __2024__.

 

Strong Global Entertainment Inc.

Credit Agreement Letter | 7

 

 

The guarantors declare that they have received a copy of this Agreement and agree to be liable pursuant to its terms and conditions.

 

	FG Holdings Quebec Inc.
	By:	/s/ Mark D. Roberson
	Name:	Mark D. Roberson
	Title:	President
	Strong/MDI Screen Systems, Inc.
	By:	/s/ Mark D. Roberson
	Name:	Mark D. Roberson
	Title:	Chief Executive Officer
	Strong Technical Services, Inc.
	By:	/s/ Mark D. Roberson
	Name:	Mark D. Roberson
	Title:	Chairman

 

Signed this _19__ day of __January____, __2024__.

 

Strong Global Entertainment Inc.

Credit Agreement Letter | 8

 

 

Exhibit 10.2

 

 

FG Holdings Quebec Inc. (formerly Strong/MDI Screen Systems, Inc.)

1440 Raoul-Charette

Joliette, Québec J6E 8S7

 

Attention : Mr. Mark Roberson,

 

Amendment #2 to the Credit Agreement

dated January 13^th, 2023 (including all previous amendments thereto, the “Agreement”

between Canadian Imperial Bank of Commerce (“CIBC”) and FG Holdings Quebec Inc. (formerly Strong/MDI Screen

Systems, Inc.) (the “Borrower”)

 

Amendments. The Agreement is amended as follows:

 

Demand Operating Credit:

 

	●	Credit Limit: $1,400,000 (decreased from $3,400,000)
	●	Description and Rate: Remove

 

○

Canadian dollar B/As. CIBC’s stamping fee for B/As will be calculated at 2.50% per annum.

 

The following is removed:

 

Business Credit Card Facility

 

	●	Credit Limit: $75,000
	●	Purpose: Purchase and payment of goods and services
	●	Repayment: On demand in accordance with the CIBC Business Credit Card Agreement (Business Liability)
	●	Documentation: CIBC Business Credit Card Agreement (Business Liability)
	●	Conditions: N/A

 

Reporting Requirements

 

●

Within 120 days after the end of each fiscal year, the notice to reader unconsolidated financial statements of the Borrower for such year, prepared in accordance with GAAP.

 

Security

 

The following security is removed:

 

●

Moveable Hypothec for a principal amount of $10,000,000 creating in favor of CIBC a first ranking hypothec in all present and future undertaking and moveable property of the Borrower including receivables, inventory, incorporeal rights (including intellectual property), equipment and machinery.

 

The following is added:

 

●

Guarantee from Strong Global Entertainment Inc. with respect to all of the liabilities of the Borrower to CIBC.

 

Negative Covenants

 

The following is added:

 

●

The Borrower will have no outstanding amounts under the Demand Operating Credit for at least five (5) consecutive business days one time in each fiscal year.

 

All other terms and conditions remain unchanged.

 

Credit Agreement Amendment

Page 1 of 2

 

 

 

The parties confirm their express wish that this Letter and all documents related thereto be drawn up in English. Les parties confirment leur volonté expresse de voir le présent contrat et tous les documents s’y rattachant être rédigés en anglais.

 

Confirmation: As revised by this Amendment, the Agreement remains in full force.

 

For CIBC:

 

By:	/s/ Christopher Lo Manno		By:	/s/ Costa Trikoulis
Name:	Christopher Lo Manno		Name:	Costa Trikoulis
Title:	Authorized Signatory		Title:	Authorized Signatory

 

For FG Holdings Québec Inc. (formerly Strong/MDI Screen Systems Inc.):

 

By:	/s/ Mark D. Roberson		By:	/s/ Todd Major
Name:	Mark D. Roberson		Name:	Todd Major
Title:	President		Title:	Authorized Signatory

 

The guarantor declares that they have received a copy of this Agreement and agree to be liable pursuant to its terms and conditions

 

Address:	Strong Global Entertainment Inc.
Suite 2300, Bentall 5
550 Burrard Street,
Vancouver, British Columbia,	By:	/s/ Mark D. Roberson
V6C 2B5	Name:	Mark D. Roberson
	Title:	Chief Executive Officer

 

Signed this _19__ day of _January__, 2024__.

 

Credit Agreement Amendment

Page 2 of 2

Cover	Jan. 19, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 19, 2024
Entity File Number	001-41688
Entity Registrant Name	STRONG GLOBAL ENTERTAINMENT, INC.
Entity Central Index Key	0001893448
Entity Incorporation, State or Country Code	A1
Entity Address, Address Line One	5960 Fairview Road
Entity Address, Address Line Two	Suite 275
Entity Address, City or Town	Charlotte
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	28210
City Area Code	(704)
Local Phone Number	471-6784
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Voting Shares, without par value
Trading Symbol	SGE
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	true

---