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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
| June
17, 2026 |
|
000-51254 |
| Date
of Report (Date of earliest event reported) |
|
Commission
File Number |
PARKS
AMERICA, INC
PARKS!
AMERICA, INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
91-0626756 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(I.R.S.
Employer
Identification
Number) |
1300
Oak Grove Road
Pine
Mountain, GA 31822
(Address
of Principal Executive Offices) (Zip Code)
(706)
663-8744
(Registrant’s
telephone number, including area code)
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(g) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock |
|
PRKA |
|
OTCQX |
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 a check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. ☐
EXPLANATORY NOTE
The
Company is filing this amendment solely to remove the language related to the accounting treatment of the Promissory Note Rate Conversion
Agreement after reassessment and to correct the entity name of Focused Compounding Fund, L.P. incorrectly reported as Focus Compounding
Fund, LC.
Item
1.01. Entry into a Material Definitive Agreement.
On
June 17, 2026, Aggieland-Parks, Inc., a wholly owned subsidiary of Parks! America, Inc., completed a refinancing transaction (“2026
Refinancing”) with Cendera Bank. The 2026 Refinancing is the First Modification of the Term Loan
Agreement dated September 30, 2024 between Aggieland-Parks, Inc. and Cendera Bank, N.A., predecessor to Cendera Bank (the
“2026 Term Loan”).
The
2026 Term Loan has a principal balance of $2.33 million and will mature on June 1, 2033. The 2026 Term Loan has a term of seven years,
with a 25-year amortization, and a ballon payment of the outstanding principal balance due on June 1, 2033. The initial monthly loan
payment is estimated to be $16,561.
The applicable interest rate of the 2026 Term Loan
is based on an adjusted rate equal to the Chicago Mercantile Exchange (“CME”) 1-month term Secured Overnight Financing Rate
(“SOFR”) plus 2.70%. The CME 1-month term SOFR was 3.64% as of June 17, 2026 providing an initial interest rate of 6.34%.
Concurrently, Aggieland-Parks, Inc. entered into a Promissory Note Rate Conversion Agreement with third-party provider, SouthState Bank,
N.A., doing business as ARC Fixed Rate Provider. The Promissory Note Rate Conversion Agreement is coterminous with the 2026 Term Loan
and effectively converts the variable adjusted rate interest payments into a fixed rate obligation, resulting in a fixed interest rate
of 6.99% over the term of the loan.
Aggieland-Parks,
Inc. paid approximately $14,900 in fees and expenses in connection with the 2026 Term Loan.
The
2026 Term Loan is secured by substantially all the Aggieland-Parks, Inc assets. Pursuant the Guaranty Agreement, the 2026 Term Loan is
guaranteed by the parent company, Parks! America, Inc. The 2026 Refinancing removes the requirement of the cash collateral reserve of
$2.5 million established by Focused Compounding Fund, L.P. with Cendera Bank included in the original Term Loan Agreement
dated September 30, 2024.
The
Guaranty Agreement and First Modification of Loan Agreement are subject to certain financial covenants including that, Parks! America,
Inc., as guarantor, and Aggieland Parks, Inc., as borrower, independently maintain a minimum Debt Service Coverage Ratio of at least
1.20 to 1.00 on a trailing twelve-month basis. Both the Guaranty
Agreement and First Modification of Loan Agreement contain certain affirmative covenants, including, among other things, reporting
requirements such as delivery of financial statements, federal or state income tax filings and such other reports.
The
2026 Term Loan includes customary events of default including non-payment of principal, interest or fees, violation of covenants, inaccuracy
of representations or warranties, cross default to certain other material indebtedness, bankruptcy and insolvency events, invalidity
or impairment of guarantees or security interests.
The
foregoing description of the 2026 Term Loan is only a summary of the material terms thereof, does not purport to be complete and is qualified
in its entirety by reference to the Amended and Restated Promissory Note, Exhibit
A to Promissory Note Rate Conversion Agreement. Guaranty Agreement and the Annex 1 to First Modification of
Loan Documents, filed as Exhibits 10.1, 10.2,
10.3 and 10.4, respectively, to this Current Report on Form 8-K, which are incorporated
herein by reference.
| Item
9.01 | Financial
Statements and Exhibits |
| Exhibit No. |
|
Description of Exhibit |
| 10.1 |
|
Amended and Restated Promissory Note, dated June
17, 2026, between Aggieland-Parks, Inc. and Cendera Bank. |
| |
|
|
| 10.2 |
|
Exhibit A to Promissory Note Rate Conversion Agreement, dated June 17, 2026, between ARC Fixed Rate Provider and Aggieland Parks, Inc. |
| |
|
|
| 10.3 |
|
Guaranty (Payment and Performance) Agreement,
dated June 17, 2026, between Parks! America, Inc. and Cendera Bank. |
| |
|
|
| 10.4 |
|
Annex I to First Modification of Loan Agreement between Aggieland-Parks, Inc. and Cendera Bank. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 30, 2026
| |
PARKS!
AMERICA, INC. |
| |
|
|
| |
By: |
/s/
Rebecca S. McGraw |
| |
Name: |
Rebecca
S. McGraw |
| |
Title: |
Chief
Financial Officer |