Dalrada Technology Group Inc.
01/27/2026 | Press release | Distributed by Public on 01/27/2026 16:03
Material Agreement (Form 8-K)
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.
Dalrada Technology Group Inc. published this content on January 27, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on January 27, 2026 at 22:03 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]