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Amendment 1
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2026-01-21
2026-01-21
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iso4217:USD
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
January 21, 2026
Date of Report (Date of earliest event reported)
Dalrada Technology Group, Inc.
(Exact name of registrant as specified in its charter)
| wyoming |
000-12641 |
38-3713274 |
| (State or other jurisdiction of |
(Commission File |
(IRS Employer Identification No.) |
| incorporation) |
Number) |
|
| |
|
|
| 600 La Terraza Blvd., Escondido, California |
92025 |
| (Address of principal executive offices) |
(Zip Code) |
(858) 283-1253
Registrant's telephone number, including area code
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 |
Trading Symbol(s) |
Name of each exchange on which registered |
| N/A |
N/A |
N/A |
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. ☐
Explanatory Note This Amendment No. 1 on
Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K originally filed by Dalrada Technology Group, Inc. (the
“Company”) on January 27, 2026 (the “Original Report”). The sole purpose of this Amendment is to correct disclosure
in Item 2.03 of the Original Report, where the aggregate amount of the direct financial obligations created by the agreements was stated
as $20,000,000. The correct aggregate commitment amount across the two related agreements is $25,000,000, consisting of up to $20,000,000
under the Master Performance Standby Letter of Credit and Guaranty Agreement (the “SBLC Agreement”) and up to an additional
$5,000,000 under the related Credit, Security, and Account Purchase Agreement (the “ARL Agreement”).
No other changes have been made to the Original
Report. This Amendment does not reflect events occurring after the filing of the Original Report or modify any other disclosures therein.
All other information in the Original Report remains unchanged and is incorporated herein by reference.
Item 1.01 Entry into a Material Definitive Agreement.
On January 21, 2026, Genefic Inc. ("Genefic"),
a wholly-owned subsidiary of Dalrada Technology Group, Inc. (the "Company"), entered into a Master Performance Standby Letter
of Credit and Guaranty Agreement dated December 31, 2025 (the "SBLC Agreement") with IBS Equity Fund III, LLC, a division of
IBS Investment Bank (the "Secured Party"). The SBLC Agreement provides for the issuance of various guarantees, including standby
letters of credit, equity commitment letters, and other financial instruments, up to an aggregate commitment amount of $20,000,000.
The SBLC Agreement supports a related Credit,
Security, and Account Purchase Agreement (the "ARL Agreement") dated the same day, under which the Secured Party (or its affiliate,
IBS Private Credit Fund IV, LLC) may extend revolving credit through the purchase of accounts receivable on behalf of Genefic for the
benefit of third-party beneficiaries in connection with Genefic's business operations, up to $5,000,000. Key terms of the agreements include:
| · | Availability Period: Commencing on December 31,
2025, and continuing until December 31, 2030, or earlier upon completion of specified payments or termination. |
| · | Guarantees: Under the SBLC Agreement, may include
non-bank general guarantees, equity commitment letters, documentary letters of credit (governed by UCP 600 and UCC Article 5), and performance
standby letters of credit (governed by ISP98), including a $5,000,000 standby letter of credit issued to back the obligations under the
ARL Agreement. |
| · | Security and Collateral: Secured by a first-priority
security interest in substantially all assets of Genefic, including real estate, inventory, equipment, receivables, and cash. Genefic
must maintain a minimum required collateral value equal to 25% of the outstanding amount of all guarantees. Upon an event of default,
the Secured Party may apply collateral to outstanding obligations. |
| · | Personal Guaranty: Brian Bonar, the Company's
Chairman and Chief Executive Officer, serves as guarantor under either agreement. |
| · | Fees and Expenses: Genefic is obligated to pay
various fees, transaction expenses, and other costs including, but not limited to, $140,000 in cash at closing, a promissory note in the
amount of $165,000 paid monthly in the amount of $7,652 over a 24 month period and a pre-funded warrant valued at $225,000 with mutual,
unilateral repurchase rights granting Secured Party the right to purchase 5% of the fully diluted membership units of Genefic each due
at closing. |
| · | Interest: Upon an event of default, unpaid obligations
accrue interest at a default rate. |
| · | Covenants: Genefic must comply with affirmative
covenants (e.g., financial reporting, compliance with laws) and negative covenants (e.g., restrictions on additional indebtedness, liens,
or asset dispositions). Financial covenants include maintaining EBITDA to interest ratios and other metrics. |
| · | Events of Defaults include non-payment, failure
to maintain minimum collateral value, breach of covenants, insolvency, or cross-defaults with other obligations. Upon default, the Secured
Party may accelerate obligations, demand reimbursement, or liquidate collateral. |
Brian Bonar, the Company's Chairman and Chief
Executive Officer, has executed an unlimited personal guaranty in favor of the Secured Party guaranteeing the full and timely payment
and performance of all of Genefic's obligations under the agreements. The personal guaranty is joint and several with the obligations
of Genefic and the Company, meaning the Secured Party may seek recovery from Mr. Bonar personally without first exhausting remedies against
Genefic or the Company's pledged collateral. The Board of Directors recognized that Mr. Bonar's personal guaranty creates potential conflicts
of interest, including but not limited to: (i) Mr. Bonar's personal financial exposure under the guaranty may influence his judgment regarding
Genefic's business decisions, risk tolerance, and whether to seek alternative financing arrangements or pursue strategic alternatives
that could avoid triggering the guaranty; (ii) in the event of financial distress at Genefic, Mr. Bonar's personal liability may create
conflicts between his fiduciary duties to the Company and its shareholders versus his personal financial interests in avoiding or minimizing
draws on his personal guaranty; (iii) Mr. Bonar may face conflicting incentives regarding whether the Company should contribute additional
capital to Genefic, liquidate collateral, or pursue other remedies that could impact his personal liability and (iv) Mr. Bonar may seek,
and the Board may consider, additional compensation, indemnification, or reimbursement arrangements related to his personal guaranty obligations,
creating potential related party transactions.
Pursuant to the terms of the agreements, the Company
is also a party to the agreements and has granted the Secured Party a first-priority security interest in substantially all of its assets.
Additionally, the Company has pledged 100% of its equity interests in all of its direct and indirect subsidiaries to the Secured Party
as collateral to secure Genefic's obligations under the Agreement. The security interest and pledge encompass assets and equity interests
across all of the Company's business segments. This arrangement effectively subordinates the Company's assets to the obligations of its
subsidiary, Genefic, and grants the Secured Party rights to liquidate parent company assets in the event of default by Genefic. The Company's
Board of Directors approved this upstream guarantee and pledge of parent company assets after determining that the financing arrangement
would benefit the consolidated enterprise by enabling Genefic to obtain financial guarantees necessary for its healthcare operations.
The Company did not receive separate consideration for providing this guarantee and collateral beyond the benefits to Genefic.
The agreements are material to the Company as
they provide Genefic with access to financial guarantees and revolving credit to support its operations in healthcare services, including
specialty pharmacy and related activities. The full text of the SBLC Agreement is filed as Exhibit 10.1 to this Current Report on Form
8-K and is incorporated herein by reference. The full text of the ARL Agreement is filed as Exhibit 10.2 to this Current Report on Form
8-K and is incorporated herein by reference. The foregoing description is qualified in its entirety by reference to the agreements.
Item 2.03 Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of the
Original Report (incorporated herein by reference) is incorporated herein by reference. As described in Item 1.01, on January 21, 2026,
Genefic entered into (i) the SBLC Agreement with the Secured Party, which provides for the issuance of various guarantees and financial
instruments up to an aggregate commitment amount of $20,000,000, and (ii) the related ARL Agreement dated the same day, under which IBS
Private Credit Fund IV, LLC (or its affiliate) may extend revolving credit through the purchase of accounts receivable up to $5,000,000.
The agreements create direct financial obligations
for Genefic (and related obligations for the Company pursuant to its guarantees, pledges, and security interests as described in Item
1.01), in the form of reimbursement obligations for any draws on issued guarantees or standby letters of credit under the SBLC Agreement,
advances or purchases under the revolving facility/account purchase arrangements under the ARL Agreement, plus associated fees, interest,
expenses, and other amounts payable thereunder. The aggregate amount of such obligations is up to $25,000,000 ($20,000,000 under the SBLC
Agreement and $5,000,000 under the ARL Agreement).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description |
| 10.1 |
Master Performance Standby Letter of Credit and Guaranty Agreement, dated December 31, 2025, by and among Genefic Inc., its affiliates and subsidiaries, and IBS Equity Fund III, LLC. (1)
|
| 10.2 |
Master Credit, Security, and Account Purchase Agreement, dated December 31, 2025, by and among Genefic Inc., its affiliates and subsidiaries, and IBS Private Credit Fund IV, LLC. (1) |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
(1) Incorporated by reference to the Form 8-K Current Report filed with
the Securities and Exchange Commission on January 27, 2026
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.
Dalrada Technology Group, Inc. |
|
| |
|
| By: |
/s/ Brian Bonar |
|
Name: Brian Bonar
Title: Chief Executive Officer and Chairman
Date: January 28, 2026
