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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): December 12, 2025
Manhattan
Bridge Capital, Inc.
MBC
Funding II Corp.
(Exact
Name of Registrant as Specified in Charter)
| New
York (Manhattan Bridge Capital, Inc.) |
|
000-25991 |
|
11-3474831 |
| New
York (MBC Funding II Corp.) |
|
001-37726 |
|
81-0758358 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
| 60
Cutter Mill Road, Great Neck, NY |
|
11021 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
(516)
444-3400
(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 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 Section 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)). |
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.001 per share |
|
LOAN |
|
The
Nasdaq Capital Market |
| |
|
|
|
|
| 6%
Senior Secured Notes, due April 22, 2026, issued by MBC Funding II Corp. |
|
LOAN/26 |
|
NYSE
American LLC |
Securities
registered pursuant to Section 12(b) of the Act:
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. ☐
This
Current Report on Form 8-K is filed jointly by Manhattan Bridge Capital, Inc. (the “Company”) and its wholly-owned subsidiary
MBC Funding II Corp. (“MBC Funding II”), in connection with the items set forth below.
Item
1.01. Entry into a Material Definitive Agreement.
On
December 12, 2025, MBC Funding II, a wholly owned subsidiary of Manhattan Bridge Capital, Inc. (the “Company”), entered
into a letter agreement (the “Letter Agreement”) with Valley National Bank (“Valley”), pursuant
to which Valley agreed to provide MBC Funding II with a line of credit in the principal amount of up to $10,000,000 (the “Credit
Facility”). In connection with the Credit Facility, MBC Funding II executed a Line of Credit Note (the “Note”),
which evidences the advances available under the facility, and entered into an all-assets Security Agreement (the “Security
Agreement”) in favor of Valley. In addition, the Company and Mr. Assaf Ran delivered guarantees of the obligations under the
Credit Facility, including a limited guaranty from Mr. Ran that caps his liability at $500,000.
Under
the terms of the Credit Facility, MBC Funding II may borrow, repay and reborrow amounts up to the $10,000,000, subject to a
borrowing base comprised of eligible mortgage loans and related concentration limits and reserves, as described in the Letter
Agreement. The Note matures on the earlier of December 12, 2027, or the acceleration of the obligations following an event of
default. Outstanding borrowings under the Note bear interest at a floating rate equal to Term SOFR (subject to a floor of 3.00%), as defined in the Note, plus
2.95% per annum, and are subject to standard benchmark replacement provisions. The Credit Facility also
requires MBC Funding II to pay an upfront fee equal to 0.20% of the total commitment and an unused line fee equal to 0.25% per annum
on the average daily unused portion of the Credit Facility.
The
Letter Agreement contains customary representations and warranties, affirmative and negative covenants, financial reporting obligations
and financial covenants, including minimum fixed charge coverage ratios and maximum leverage ratios applicable to both MBC Funding II
and the Company. The Credit Facility also includes standard restrictions on the incurrence of additional indebtedness, the granting of
liens, changes in control, affiliate transactions, asset dispositions and restricted payments, each subject to negotiated exceptions.
The Credit Facility contains customary events of default, including payment defaults, covenant breaches, inaccurate representations,
cross-defaults to other material indebtedness of MBC Funding II or the Company, insolvency events, unsatisfied judgments, loss or impairment
of collateral and other events customarily included in secured credit arrangements. Upon the occurrence of an event of default, Valley
may terminate further advances, accelerate all outstanding amounts, apply default interest and exercise all rights and remedies available
under the loan documents and applicable law.
The
foregoing description of the Letter Agreement, the Note, the Security Agreement and the related guaranties does not purport to be complete
and is qualified in its entirety by reference to the full text of such documents, which are filed as Exhibits 10.1 through 10.4 and 99.1
to this Current Report on Form 8-K and incorporated herein by reference.
The
foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text
of the Amendment, which is filed as Exhibit 10.5 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
1.02 Termination of a Material Definitive Agreement.
As
previously reported, on November 26, 2025, MBC Funding II delivered a notice of redemption to all holders of the 6.00% Senior Secured
Notes, due April 22, 2026 (the “6.00% Notes”), stating that all outstanding 6.00% Notes would be redeemed on December
15, 2025 (the “Redemption Date”). On the Redemption Date, MBC Funding II completed the redemption of all $6,000,000
principal amount outstanding at 100% of principal of the 6.00% Notes plus accrued and unpaid interest.
Following
the redemption, no 6.00% Notes remain outstanding. Trading of the 6.00% Notes was suspended prior to market open on the Redemption Date,
December 15, 2025.
This
Current Report on Form 8-K does not constitute a notice of redemption. The redemption was effected solely pursuant to the notice previously
delivered to the holders of the 6.00% Notes.
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 this Current Report on Form 8-K is incorporated herein by reference.
Item
8.01. Other Events.
In
connection with the entry into the Letter Agreement, on December 12, 2025, the Company, together with MBC Funding II and Mr. Ran, entered
into Amendment No. 8 (the “Amendment”) to the Company’s Amended and Restated Credit and Security Agreement,
dated August 8, 2017, as previously amended, with Webster Bank, National Association, as agent, and the lenders party thereto. The Amendment
was entered into to permit the incurrence of the Credit Facility and guarantees related thereto.
| Item
9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits
Exhibit
No. |
|
Description |
| 10.1 |
|
Letter Agreement, dated December 12, 2025, among MBC Funding II Corp., Manhattan Bridge Capital, Inc., Assaf Ran and Valley National Bank. |
| 10.2 |
|
Line of Credit Note, dated December 12, 2025, made by MBC Funding II Corp. in favor of Valley National Bank. |
| 10.3 |
|
Security Agreement, dated December 12, 2025, between MBC Funding II Corp. and Valley National Bank. |
| 10.4 |
|
Guaranty, dated December 12, 2025, made by Manhattan Bridge Capital, Inc. in favor of Valley National Bank. |
| 10.5 |
|
Amendment No. 8 to Amended and Restated Credit and Security Agreement, dated December 12, 2025, among Manhattan Bridge Capital, Inc., Webster Bank, National Association, Flushing Bank, Mizrahi and Assaf Ran. |
| 99.1 |
|
Limited Guaranty, dated December 12, 2025, made by Assaf Ran in favor of Valley National Bank. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by
the undersigned, hereunto duly authorized.
| |
MANHATTAN
BRIDGE CAPITAL, INC. |
| |
|
|
| Dated:
December 16, 2025 |
By: |
/s/
Assaf Ran |
| |
Name: |
Assaf
Ran |
| |
Title: |
President
and Chief Executive Officer |
| |
|
|
| |
MBC
FUNDING II CORP. |
| |
|
|
| Dated:
December 16, 2025 |
By: |
/s/
Assaf Ran |
| |
Name: |
Assaf
Ran |
| |
Title: |
President
and Chief Executive Officer |
