8-K (Items 1.01, 2.03) · filed 2026-08-17
A covenant waiver that cost 10%, and a liquidity floor raised 35×
What it says
- On 14 August 2026 AVX agreed an Amendment with one of its debenture investors. In exchange for the investor waiving a negative covenant (a borrower's promise in the loan terms not to do something) in its Debentures “and a release of any related claims”, AVX raised the principal of three notes held by that investor by 10% each: $110,000 to $121,000 (note of 21 May 2025), $277,778 to $305,556 (21 Jul 2025) and $550,000 to $605,000 (25 Sep 2025). That is $88,778 of new principal for a waiver.
- The Amendment also modifies the negative covenants in that investor’s Debentures “concerning a ‘key person’ provision” and raises the amount of cash and Bitcoin AVX must hold in its bank accounts or custody from $100,000 to $3,500,000.
- The debentures trace to the January 2025 SPA (initial $7.7M principal, up to $42.3M more). Signed by Peter Wylie Jr., Interim Chief Executive Officer.
What it points at — an inference
A waiver plus a release of claims is what a lender gives after a covenant has been tripped. The 8-K does not say which covenant. The two it goes on to modify are the “key person” provision and the cash-and-Bitcoin floor, and the company’s CEO resigned effective 3 July with the COO stepping in as interim. Put together, and as an inference only, the price of the CEO change appears to have been $88,778 of extra principal and a liquidity covenant thirty-five times higher. Meanwhile the company tells shareholders no capital raise is needed.
The filing on EDGAR →