TSS (NASDAQ: TSSI) adds $5M term loan with Susser Bank

Rhea-AI Filing Summary

TSS, Inc. entered into a First Amendment to its existing Credit Agreement through its wholly owned subsidiary VTC, L.L.C., adding an incremental term loan of $5,000,000 to its prior $20,000,000 term loan facility with Susser Bank. The new Incremental Note carries the same interest rate, maturity, and payment terms as the original term loan.

The company plans to use the additional borrowing to replenish cash reserves that were previously used to fund capital expenditures and to better match the long-term nature of those investments with long-term debt financing. The amendment and related term loan note are filed as exhibits and the new borrowing is reported as a direct financial obligation.

Insights

Credit & Capital Structure Analyst

TSS adds $5M of matching-term debt to recapitalize capex spend.

TSS, Inc., via subsidiary VTC, L.L.C., amended its Credit Agreement with Susser Bank to add an incremental term loan of $5,000,000 on top of an existing $20,000,000 term facility. The Incremental Note follows the same interest rate, maturity date, and payment terms as the original term loan, keeping the debt structure consistent.

The company states that proceeds will replenish cash reserves previously used for capital expenditures and better align those long-term investments with long-term debt. This shifts part of the funding for completed capex from cash to term debt, which can support liquidity while modestly increasing leverage. Future periodic reports may show the impact of the additional borrowing on interest expense and balance sheet metrics.

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.

Understanding 8-K Material Events →

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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

September 17, 2025

Date of Report (Date of earliest event reported)

TSS, INC.

(Exact name of registrant as specified in its charter)

Delaware		000-33627		20-2027651
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1800 Aviation Drive, Suite 100, Georgetown Texas 78628

(Address of principal executive offices and zip code)

(512) 310-1000

(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 filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2 below):

☐	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		Ticker Symbol			Name of each exchange on which registered
Common Stock, $0.0001 Par Value		TSSI			Nasdaq Capital Market

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. ☐

Item 1.01 Entry into a Material Definitive Agreement

On September 17, 2025, VTC, L.L.C. (“VTC”), a wholly owned subsidiary of TSS, Inc. (the “Company”), completed an amendment (the “First Amendment”) to the Credit Agreement (the “Credit Agreement”) previously entered into on December 31, 2024, with Susser Bank (“Susser”).

The First Amendment provides for an incremental term loan of $5,000,000 (the “Incremental Note”) to the $20,000,000 term loan facility (the “Note”) obtained as part of the Credit Agreement. The Incremental Note has the same terms as the Note, including but not limited to the interest rate, maturity date and payment terms as defined in the Credit Agreement. The Credit Agreement was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 7, 2025.

The proceeds of the Incremental Note will be used to replenish cash reserves previously used to finance capital expenditures and to better align the long-term nature of those capital expenditures with the long-term debt financing.

The foregoing description of the First Amendment and the transaction contemplated thereby, do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the First Amendment, which is included in this Current Report as Exhibit 10.1 and incorporated herein by reference, and the full text of the Credit Agreement, which is incorporated herein by reference.

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

Reference is made to the disclosure set forth under Item 1.01 above, which disclosure is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

10.1		First Amendment to the Credit Agreement, dated September 17, 2025
10.2		Term Loan Note, dated September 17, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

S I G N A T U R E S

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.

	TSS, INC.
	By:	/s/ Daniel M. Chism
		Daniel M. Chism
		Chief Financial Officer

Date: September 23, 2025

3

FAQ

What did TSS, Inc. (TSSI) announce in this 8-K filing?

TSS, Inc. reported that its subsidiary VTC, L.L.C. entered into a First Amendment to its Credit Agreement with Susser Bank, adding an incremental term loan of $5,000,000 to an existing $20,000,000 term loan facility.

How large is the new term loan TSS, Inc. added to its credit facility?

The First Amendment provides an incremental term loan, called the Incremental Note, of $5,000,000 added to the existing $20,000,000 term loan facility under the Credit Agreement.

What will TSS, Inc. use the $5,000,000 incremental term loan for?

TSS, Inc. intends to use the $5,000,000 Incremental Note to replenish cash reserves previously used to finance capital expenditures and to better align those long-term expenditures with long-term debt financing.

Do the terms of the new Incremental Note differ from the original term loan?

No. The Incremental Note has the same terms as the original term loan, including the interest rate, maturity date, and payment terms as defined in the Credit Agreement.

Which subsidiary and lender are involved in TSS, Inc.’s amended credit agreement?

The amendment involves VTC, L.L.C., a wholly owned subsidiary of TSS, Inc., and Susser Bank as the lender under the Credit Agreement.

Where can investors find the full text of the First Amendment and related note for TSS, Inc.?

The full text of the First Amendment is filed as Exhibit 10.1 and the related Term Loan Note as Exhibit 10.2 to this report, and both are incorporated by reference.