Exyn Technologies (NASDAQ: EXYN) agrees $1.42M payments and 100K-share kicker

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Exyn Technologies, Inc. entered into a Confidential Side Letter Agreement with Evergreen Capital Management on May 18, 2026. Evergreen agreed to forbear from declaring an event of default under the Second Amendment to the Note and Warrant Purchase Agreement in exchange for cash installments and equity.

Exyn must pay Evergreen three equal monthly installments of $472,388.33 each, due on June 17, July 17, and August 16, 2026, for a total of $1,417,164.99. The Side Letter also requires Exyn to issue 100,000 shares of common stock to Evergreen as an equity kicker and provides that no additional liquidated damages or penalty interest will accrue on the Installment Amount.

Positive

None.

Negative

Forbearance tied to large near-term cash payments: Exyn must pay Evergreen three monthly installments of $472,388.33, totaling $1,417,164.99, indicating meaningful short-term cash outflows to avoid an event of default.
Shareholder dilution from equity kicker: The company agreed to issue 100,000 additional common shares to Evergreen as consideration, increasing equity dilution for existing shareholders.

Insights

Exyn trades higher near-term costs and dilution for default forbearance.

Exyn Technologies negotiated a forbearance with Evergreen Capital Management, avoiding an immediate event of default under its amended note and warrant arrangements. In return, Exyn committed to pay an $1,417,164.99 Installment Amount in three monthly payments and to issue equity.

The agreement includes issuance of 100,000 common shares and confirms that no additional liquidated damages or penalty interest will accrue on this Installment Amount. This eases some default-related cost escalation but concentrates near-term cash obligations and adds dilution for shareholders.

The Side Letter also ties the equity kicker to a 30‑day period for filing a resale registration statement for Evergreen’s securities. Subsequent filings may provide more detail on how these payments and share issuances affect Exyn’s liquidity and capital structure.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Installment Amount total: $1,417,164.99 Monthly installment payment: $472,388.33 Equity Kicker Shares: 100,000 shares +2 more

5 metrics

Installment Amount total $1,417,164.99 Aggregate Installment Amount payable to Evergreen under Side Letter

Monthly installment payment $472,388.33 Three equal installments due June 17, July 17, August 16, 2026

Equity Kicker Shares 100,000 shares Additional common stock issued to Evergreen as consideration

Warrant exercise price $9.69 per share Each EXYNW warrant exercisable for one share of common stock

Forbearance trigger date May 18, 2026 Trigger Date for calculating balances and Installment Amount

Key Terms

Confidential Side Letter Agreement, forbear, Senior Secured Convertible Promissory Note, default penalty, +1 more

5 terms

Confidential Side Letter Agreement financial

"entered into a Confidential Side Letter Agreement with Evergreen Capital Management"

forbear financial

"Evergreen agreed to forbear from declaring an event of default"

Senior Secured Convertible Promissory Note financial

"mandatory conversion of the Senior Secured Convertible Promissory Note, dated as of April 30, 2026"

A senior secured convertible promissory note is a formal IOU a company issues that is backed by specific assets (secured), given higher priority for repayment than other debts (senior), and can be exchanged for company shares instead of cash (convertible). For investors this means the loan is safer than unsecured debt because it has collateral and repayment priority, but it also carries the potential for dilution if the lender converts the note into equity — like holding a mortgage-backed IOU that can later be swapped for ownership stakes.

default penalty financial

"plus (b) the default penalty that would otherwise have been payable to Evergreen under the Second Amendment"

resale registration statement regulatory

"granting the Company a thirty (30)-day period to file a resale registration statement covering all of Evergreen’s securities"

A resale registration statement is a document filed with regulators that allows existing shareholders to sell their shares to the public. It provides the necessary legal approval and information for these shares to be resold on the market, helping to increase the availability of shares for trading. For investors, it signals that shares held by current owners can be offered for sale, potentially affecting share prices and market liquidity.

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Understanding 8-K Material Events →

Available on EDGAR 06/22/2026 - 06:02 AM Accepted by SEC EDGAR 06/18/2026 - 09:08 PM

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): May 18, 2026

EXYN TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-43296	47-2345934
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2118 Washington Avenue, Suite 1000 Philadelphia, Pennsylvania		19146
(Address of principal executive offices)		(Zip Code)

(215) 999-0200

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K 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	Name of each exchange on which registered
Common stock, par value $0.0001 per share	EXYN	The Nasdaq Stock Market LLC

Warrants, each warrant exercisable for one share of common stock at an exercise price of $9.69	EXYNW	The Nasdaq Stock Market LLC

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 x

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. ☐

Item1.01

Entry into a Material Definitive Agreement.

Reference is made to the disclosure under Item 2.03 below which is hereby incorporated in this Item 1.01 by reference.

Item 2.03

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

On May 18, 2026, Exyn Technologies, Inc. (the “Company”) entered into a Confidential Side Letter Agreement with Evergreen Capital Management, LLC (“Evergreen”) (the “Side Letter”). Under the Side Letter, Evergreen agreed to forbear from declaring an event of default under the Second Amendment to Note and Warrant Purchase Agreement, dated as of May 8, 2026, by and between the Company and Evergreen (the “Second Amendment”), or any other transaction document in exchange for, among other things, the Company’s agreement to pay to Evergreen, in three (3) equal consecutive monthly installments, an aggregate amount equal to (a) the outstanding balance owing to Evergreen under, or in connection with, the Second Amendment and the other transaction documents (including any accrued but unpaid interest and any unpaid fees, costs and expenses payable thereunder) as of May 18, 2026 (the “Trigger Date”) (after giving effect to the mandatory conversion of the Senior Secured Convertible Promissory Note, dated as of April 30, 2026, by and between the Company and Evergreen, and the Senior Secured Convertible Promissory Note, dated as of May 6, 2026, by and between the Company and Evergreen (collectively, the “Notes”) pursuant to the Second Amendment), plus (b) the default penalty that would otherwise have been payable to Evergreen under the Second Amendment and the other transaction documents in connection with the circumstances addressed by the Side Letter (collectively, the “Installment Amount”).

The first installment in the amount of $472,388.33 became due on June 17, 2026, and two additional installments are due in the amount of $472,388.33, each on July 17, 2026 and August 16, 2026, for a total Installment Amount of $1,417,164.99. The Side Letter provides that no additional liquidated damages, default interest, penalty interest or other similar damages of any nature shall be calculated, assessed or payable by the Company in connection with the repayment of the Installment Amount.

Additionally, under the Side Letter, the Company agreed to issue to Evergreen an additional 100,000 shares of common stock, par value $0.0001 per share (the “Equity Kicker Shares”), within seven (7) business days following the Trigger Date as consideration for Evergreen granting the Company a thirty (30)-day period to file a resale registration statement covering all of Evergreen’s securities.

The foregoing description of the Side Letter does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of such document, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibits
10.1#		Confidential Side Letter Agreement, dated as of May 18, 2026, by and between the Registrant and Evergreen Capital Management, LLC.

104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

# Certain confidential information - identified by a bracketed asterisk “[*]” - has been omitted from this exhibit pursuant to Item 601(b)(10) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of an unredacted copy 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.

Date: June 18, 2026	Exyn Technologies, Inc.

	By:	/s/ Brandon Torres Declet
		Brandon Torres Declet

Source: View Original Filing on SEC EDGAR

FAQ

What agreement did Exyn Technologies (EXYN) enter into with Evergreen Capital Management?

Exyn Technologies entered into a Confidential Side Letter Agreement with Evergreen Capital Management. Evergreen agreed to forbear from declaring an event of default under the Second Amendment to the Note and Warrant Purchase Agreement in exchange for specified cash payments and additional common shares.

How much will Exyn Technologies pay Evergreen under the Side Letter Agreement?

Exyn will pay Evergreen a total Installment Amount of $1,417,164.99. This is structured as three equal monthly installments of $472,388.33 each, due on June 17, July 17, and August 16, 2026, covering outstanding balances and a default penalty amount.

What equity is Exyn Technologies issuing to Evergreen in this 8-K disclosure?

Exyn agreed to issue 100,000 shares of common stock to Evergreen. These “Equity Kicker Shares” are consideration for Evergreen granting a 30‑day period for Exyn to file a resale registration statement covering all of Evergreen’s securities.

How does the Side Letter affect default penalties and interest for Exyn Technologies?

The Side Letter limits additional default-related charges on the Installment Amount. It states that no additional liquidated damages, default interest, penalty interest, or other similar damages will be calculated or payable in connection with repayment of the $1,417,164.99 Installment Amount.

What underlying debt arrangements are referenced in Exyn Technologies’ Side Letter with Evergreen?

The Side Letter references a Second Amendment to a Note and Warrant Purchase Agreement. It also references two Senior Secured Convertible Promissory Notes dated April 30, 2026 and May 6, 2026, whose mandatory conversion is considered in calculating the Installment Amount.

What stock and warrant securities of Exyn Technologies are listed on Nasdaq?

Exyn lists common stock and warrants on The Nasdaq Stock Market LLC. Its common stock trades under symbol EXYN, and its warrants, each exercisable for one common share at a $9.69 exercise price, trade under symbol EXYNW.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 EXHIBIT 10.1 43.1 KB