Item 1.01 Entry into a Material Definitive Agreement.
Anesma Bridge Loan Agreement
On
The Loan Facility matures (the "Maturity Date") on
The obligations under the Loan Facility are (i) guaranteed by the Subsidiary Guarantors, and (ii) secured by a perfected first lien security interest in substantially all of the assets of the Company and the Subsidiary Guarantors, in each case subject to certain limitations and exclusions.
Prepayment of the outstanding amounts under the Loan Facility will be required upon the occurrence of a change of control of the Company, as specified in the Anesma Loan Agreement. In addition, the Company may at its option prepay the outstanding principal amount of the loans under the Loan Facility before the Maturity Date without the incurrence of a prepayment fee.
The representations, covenants, and events of default in the Anesma Loan Agreement are customary for financing transactions of this nature. If any payment under the Loan Facility is not made when due, an amount equal to 3% of the past due amount shall be payable on demand. In addition, upon the occurrence and during the continuation of an event of default, all principal, interest and other obligations under the Loan Facility shall bear interest at 12% per annum plus 1%. The Loan Agreement includes customary affirmative and negative covenants and also contains financial covenants, including covenants related to minimum revenue and liquidity.
The foregoing is only a brief description of the material terms of the Anesma Loan Agreement, does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the Anesma Loan Agreement that is filed hereto as Exhibit 10.1 and is incorporated herein by reference.
Foris, Perrara and DSM Loan Agreement Amendments Waiving All Existing Defaults
In connection with the transactions contemplated by the Loan Facility, the
Company has also entered into loan amendments (the "LSA Amendments") with each
of its principal secured lenders, Foris,
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time to time, including the Forbearance Agreement and Amendment to Amended and
Restated Loan and Security Agreement, dated as of
In addition to waiving all existing defaults under the forgoing agreements, (i)
DSM has agreed to extend the maturity date of Tranche 3 under the DSM LSA to
Except as set forth above, all other terms, conditions and rights of the DSM LSA, Foris 2019 LSA, Foris 2022 LSA, and Perrara LSA and the related transaction documents remain in full force and effect, which were described in the Company's prior disclosures.
The foregoing is only a brief description of the material terms of the LSA Amendments, does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the LSA Amendments that are filed hereto as Exhibits 10.2, 10.3, 10.4 and 10.5 and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit Number Description 10.1 Loan and Security Agreement, datedJune 5, 2023 , by and among the Company, theSubsidiary Guarantors and Anesma Group, LLC Omnibus Amendment Agreement, datedJune 5, 2023 , to that certain Amended and 10.2 Restated Loan Agreement,October 28, 2019 , by and among the Company, theSubsidiary Guarantors and Foris Ventures, LLC Omnibus Amendment Agreement, datedJune 5, 2023 , to that certain Amended and 10.3 Restated Loan Agreement,September 27, 2022 , by and among the Company, theSubsidiary Guarantors and Foris Ventures, LLC Omnibus Amendment Agreement, datedJune 5, 2023 , to that certain Amended and 10.4 Restated Loan Agreement,March 10, 2023 , by and among the Company, theSubsidiary Guarantors and Perrara Ventures, LLC 10.5 Amendment No. 2 and Waiver to Amended and Restated Loan and Security Agreement, datedJune 5, 2023 , between the Company andDSM Finance B.V . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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