IRobot Corporation Enters into Amendment No. 3 to the Credit Agreement, Which Further Extended the Initial Waiver Period to August 14, 2025

Published: 2025-06-06 07:05:29 ET IRBT

Published on 06/06/2025 at 07:05

As previously announced, iRobot Corporation (the ?Company?) entered into Amendment No. 1 to the Credit Agreement (as amended from time to time, the ?Credit Agreement?) among the Company, TCG Senior Funding L.L.C., an affiliate of The Carlyle Group, as administrative agent and collateral agent and the lenders party thereto (the ?Lenders?) pursuant to which the Lenders waived, until May 6, 2025 (the ?Initial Waiver Period?), the Company?s covenant obligations to (1) provide a report and opinion of its auditor with respect to its annual financial statements for fiscal year 2024 without an exception regarding the Company?s ability to continue as a going concern and (2) maintain a minimum level of core assets. On April 30, 2025, the Company entered into Amendment No.

2 to the Credit Agreement, which extended the Initial Waiver Period to June 6, 2025. On June 5, 2025, the Company entered into Amendment No. 3 to the Credit Agreement (?Amendment No.

3?), which further extended the Initial Waiver Period to August 14, 2025. In connection with Amendment No. 3 the Company (1) is required to make a prepayment of $4 million in cash currently held in a restricted cash account in favor of the Lenders, which will be entirely applied to reduce the outstanding principal amount of the Term Loan and (2) issued to the Lenders on the date of Amendment No.

3 warrants to purchase an aggregate of 1,556,323 shares of the Company?s common stock (equal to 5% of the Company?s outstanding common stock as of June 4, 2025), with an exercise price of $0.01 per share (the ?Warrants?). The Warrants have an expiration date of June 5, 2035. The Company issued the Warrants in reliance upon an exemption from registration contained in Section 4(a)(2) under the Securities Act of 1933, as amended (the ?Securities Act?).

The Warrants and the shares of common stock issuable thereunder may not be offered, sold, pledged or otherwise transferred in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act. The foregoing description of Amendment No. 3 and the Warrants is not complete and is qualified in its entirety by reference to Amendment No.

3 and Form of Warrant, which are filed hereto as Exhibits 10.1 and 4.1, respectively, and are incorporated herein by reference. Capitalized terms used in this Current Report on Form 8-K without definition shall have the meanings assigned thereto in the Credit Agreement.