UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): April 17, 2020

 TRANS WORLD ENTERTAINMENT CORPORATION
(Exact Name of Registrant as Specified in Charter)

New York
  
0-14818
  
14-1541629
(State or Other Jurisdiction of Incorporation)
  
(Commission File Number)
  
(I.R.S. Employer Identification No.)

38 Corporate Circle,
Albany, New York 12203

(Address of Principal Executive Offices, and Zip Code)

(518) 452-1242

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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐
Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common shares, $0.01 par value per share
TWMC
NASDAQ Stock Market

Item 1.01.
Entry into a Material Definitive Agreement.
 
On April 17, 2020, etailz, Inc. (“etailz”), a wholly-owned subsidiary of Trans World Entertainment Corporation (the “Company”), received loan proceeds of $2,017,550 (the “Loan”) pursuant to the Paycheck Protection Program (the “PPP”) under the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act.
 
The Loan, which was in the form of a promissory note (the “Note”), dated April 10, 2020, between etailz and First Interstate Bank, as the lender, matures on April 17, 2022, bears interest at a fixed rate of 1% per annum, and is payable in monthly installments of $112,975.55 commencing on November 10, 2020. Under the terms of the PPP, some or all of the Loan amount may be forgiven if the Loan proceeds are used for qualifying expenses as described in the CARES Act and the Note, such as payroll costs, benefits, rent, and utilities.
 
The foregoing summary is qualified in its entirety by reference to the Note, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is 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.
 
Reference is made to the disclosure under Item 1.01 above which is hereby incorporated in this Item 2.03 by reference.
 
Item 9.01.
Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit No.
  
Description
10.1
  

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.
 
Dated:  April 23, 2020
TRANS WORLD ENTERTAINMENT CORPORATION
     
 
By:
  
/s/ Edwin Sapienza
  
   
Name:
Edwin Sapienza
  
   
Title:
 Chief Financial Officer  


Exhibit 10.1
U.S. Small Business Administration
 
NOTE
  


 
SBA Loan #
  
95104670-04
 
SBA Loan Name
  
etailz Inc.
 
Date
  
4/10/2020
 
Loan Amount
  
$2,017,550.00
 
Interest Rate
  
1.00%
 
Borrower
  
etailz Inc.
 
Operating Company
    
 
Lender
  
First Interstate Bank

1.
PROMISE TO PAY:
 
In return for the Loan, Borrower promises to pay to the order of Lender the amount of
  
$2,017,550.00
Dollars,
   
interest on the unpaid principal balance, and all other amounts required by this Note.
  

2.
DEFINITIONS:

“Collateral” means any property taken as security for payment of this Note or any guarantee of this Note.
“Guarantor” means each person or entity that signs a guarantee of payment of this Note.
“Loan” means the loan evidenced by this Note.
“Loan Documents” means the documents related to this loan signed by Borrower, any Guarantor, or anyone who pledges collateral.
“SBA” means the Small Business Administration, an Agency of the United States of America.

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3.
PAYMENT TERMS:
 
Borrower must make all payments at the place Lender designates. The payment terms for this Note are:
 
MATURITY. This Note will mature in 2 years from the date of first disbursement.
 
FIXED INTEREST RATE/INTEREST RATE CALCULATION. The interest rate on this Note is 1% per year. The interest rate is fixed and will not be changed during the life of the loan.
 
INITIAL DEFERMENT PERIOD. No payments are due on this Loan for 6 months from the date of the first disbursement of this Loan. Interest will continue to accrue during the deferment period. Borrower must pay principal and interest payments of $112,975.55  Monthly beginning 7 months from the date of Note; payments must be made on the same day as note/first disbursement in the months they are due.
 
Lender will apply each installment payment first to pay interest accrued to the day Lender receives the payment, then to bring principal current, then to pay any late fees, and will apply any remaining balance to reduce principal. All remaining principal and accrued interest is due and payable 2 years from the first disbursement of the Loan.
 
LOAN FORGIVENESS. Borrower may apply to Lender for forgiveness in the amount due on this Loan in an amount equal to the sum of the following costs incurred by Borrower during the 8-week period beginning on the date of first disbursement of this Loan:
a)
Payroll Costs (as defined in the Coronavirus Aid, Relief, and Economic Security Act, Pub. L. 116-136 (the "Act") and SBA regulations);
b)
Any payment of interest on a covered mortgage obligation (as defined in the Act) (which shall not include any prepayment of or payment of principal on a covered mortgage obligation);
c)
Any payment on a covered rent obligation (as defined in the Act);
d)
Any covered utility payment (as defined in the Act).
 
The amount of loan forgiveness shall be calculated (and may be reduced) in accordance with the requirements of the Paycheck Protection Program, including the provisions of Section 1106 of the Act. Not more than 25% of the amount forgiven can be attributable to non-Payroll Costs. The amount of any Economic Injury Disaster Loan ("EIDL") advance the Borrower has received shall be subtracted from the loan forgiveness amount.
 
LOAN PREPAYMENT. Notwithstanding any provision in this Note to the contrary:
Borrower may prepay this Note. Borrower may prepay 20 percent or less of the unpaid principal balance at any time without notice. If Borrower prepays more than 20 percent and the Loan has been sold on the secondary market, Borrower must: a. Give Lender written notice; b. Pay all accrued interest; and c. If the prepayment is received less than 21 days from the date Lender receives the notice, pay an amount equal to 21 days’ interest from the date lender receives the notice, less any interest accrued during the 21 days and paid under subparagraph b., above. If Borrower does not prepay within 30 days from the date Lender receives the notice, Borrower must give Lender a new notice.
 
COLLATERAL. Borrower shall not provide collateral to secure Borrower's obligations under this Note.
 
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4.
DEFAULT:
 
Borrower is in default under this Note if Borrower does not make a payment when due under this Note, or if Borrower or Operating Company:
 

 A.
Fails to do anything required by this Note and other Loan Documents;
 

 B.
Defaults on any other loan with Lender;
 

 C.
Does not preserve, or account to Lender’s satisfaction for, any of the Collateral or its proceeds;
 

 D.
Does not disclose, or anyone acting on their behalf does not disclose, any material fact to Lender or SBA;
 

 E.
Makes, or anyone acting on their behalf makes, a materially false or misleading representation to Lender or SBA;
 

 F.
Defaults on any loan or agreement with another creditor, if Lender believes the default may materially affect Borrower’s ability to pay this Note;
 

 G.
Fails to pay any taxes when due;
 

 H.
Becomes the subject of a proceeding under any bankruptcy or insolvency law;
 

 I.
Has a receiver or liquidator appointed for any part of their business or property;
 

 J.
Makes an assignment for the benefit of creditors;
 

 K.
Has any adverse change in financial condition or business operation that Lender believes may materially affect Borrower’s ability to pay this Note;
 

 L.
Reorganizes, merges, consolidates, or otherwise changes ownership or business structure without Lender’s prior written consent; or
 

 M.
Becomes the subject of a civil or criminal action that Lender believes may materially affect Borrower’s ability to pay this Note.

5.
LENDER’S RIGHTS IF THERE IS A DEFAULT:
 
Without notice or demand and without giving up any of its rights, Lender may:
 

 A.
Require immediate payment of all amounts owing under this Note;
 

 B.
Collect all amounts owing from any Borrower or Guarantor;
 

 C.
File suit and obtain judgment;
 

 D.
Take possession of any Collateral; or
 

 E.
Sell, lease, or otherwise dispose of, any Collateral at public or private sale, with or without advertisement.

6.
LENDER’S GENERAL POWERS:

Without notice and without Borrower’s consent, Lender may:
 

 A.
Bid on or buy the Collateral at its sale or the sale of another lienholder, at any price it chooses;
 

 B.
Incur expenses to collect amounts due under this Note, enforce the terms of this Note or any other Loan Document, and preserve or dispose of the Collateral. Among other things, the expenses may include payments for property taxes, prior liens, insurance, appraisals, environmental remediation costs, and reasonable attorney’s fees and costs. If Lender incurs such expenses, it may demand immediate repayment from Borrower or add the expenses to the principal balance;
 

 C.
Release anyone obligated to pay this Note;
 

 D.
Compromise, release, renew, extend or substitute any of the Collateral; and
 

 E.
Take any action necessary to protect the Collateral or collect amounts owing on this Note.

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7.
WHEN FEDERAL LAW APPLIES:
 
When SBA is the holder, this Note will be interpreted and enforced under federal law, including SBA regulations. Lender or SBA may use state or local procedures for filing papers, recording documents, giving notice, foreclosing liens, and other purposes. By using such procedures, SBA does not waive any federal immunity from state or local control, penalty, tax, or liability. As to this Note, Borrower may not claim or assert against SBA any local or state law to deny any obligation, defeat any claim of SBA, or preempt federal law.

8.
SUCCESSORS AND ASSIGNS:

Under this Note, Borrower and Operating Company include the successors of each, and Lender includes its successors and assigns.
 
9.
GENERAL PROVISIONS:
 

 A.
All individuals and entities signing this Note are jointly and severally liable.
 

 B.
Borrower waives all suretyship defenses.
 

 C.
Borrower must sign all documents necessary at any time to comply with the Loan Documents and to enable Lender to acquire, perfect, or maintain Lender’s liens on Collateral.
 

 D.
Lender may exercise any of its rights separately or together, as many times and in any order it chooses. Lender may delay or forgo enforcing any of its rights without giving up any of them.
 

 E.
Borrower may not use an oral statement of Lender or SBA to contradict or alter the written terms of this Note.
 

 F.
If any part of this Note is unenforceable, all other parts remain in effect.
 

 G.
To the extent allowed by law, Borrower waives all demands and notices in connection with this Note, including presentment, demand, protest, and notice of dishonor. Borrower also waives any defenses based upon any claim that Lender did not obtain any guarantee; did not obtain, perfect, or maintain a lien upon Collateral; impaired Collateral; or did not obtain the fair market value of Collateral at a sale.

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10.
STATE-SPECIFIC PROVISIONS:

OREGON:
 
“UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY [BENEFICIARY]/US CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY, OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY GRANTOR'S/BORROWER'S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY [AN AUTHORIZED REPRESENTATIVE OF BENEFICIARY]/US TO BE ENFORCEABLE.”
 
Washington:
 
Oral agreements or oral commitments to loan money, extend credit, or to forbear from enforcing repayment of a debt are not enforceable under Washington law.


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11.
BORROWER’S NAME(S) AND SIGNATURE(S):
 
By signing below, each individual or entity becomes obligated under this Note as Borrower.

/s/ Brock Kowalchuk  
4/16/2020
Authorized Representative of Borrower
  
Date
     
Brock Kowalchuk
  
CFO, etailz
Printed Name
  
Title
 


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