Item 1.01 Entry into a Material Definitive Agreement.
On March 24, 2023, Aytu BioPharma, Inc. ("Aytu" or the "Company") entered into
an Amendment No. 4 (the "Eclipse Amendment") to Loan and Security Agreement
dated October 2, 2019 (as amended by Amendment No. 1, dated March 19, 2021,
Amendment No. 2, dated January 26, 2022, and Amendment No. 3, dated June 1,
2022, the "Eclipse Agreement"), by and among Neos Therapeutics, Inc., Neos
Therapeutics Brands, LLC, Neos Therapeutics, LP, Neos Therapeutics Commercial,
LLC, PharmaFab Texas, LLC (collectively, the "Neos Obligors"), as borrowers,
Aytu Therapeutics, LLC, Innovus Pharmaceuticals, Inc., Semprae Laboratories,
Inc., Novalere, Inc., and Delta Prime Savings Club, Inc. (collectively with
Aytu, the "Aytu Obligors" and, together with the Neos Obligors, the "Obligors"),
as obligors, Eclipse Business Capital LLC (f/k/a Encina Business Credit, LLC),
as agent, and the lenders party thereto (agent and such lenders, collectively,
the "Eclipse Lender").
The Eclipse Amendment, among other things, provided for an aggregate increase of
$2,000,000 to the Eclipse Lender's commitment to make revolving loans from time
to time to the Neos Obligors, resulting in an aggregate revolving facility size
of $14,500,000 (such facility, the "Eclipse Facility"). The ability of the Neos
Obligors to make borrowings and obtain advances of revolving loans under the
Eclipse Facility remains subject to a borrowing base and reserve and
availability blockage requirements.
The foregoing description of the Eclipse Amendment is not complete and is
qualified in its entirety by reference to the Eclipse Amendment, which Aytu
intends to file with its upcoming Quarterly Report on Form 10-Q. The original
terms of the Eclipse Agreement and previous amendments were previously disclosed
on Neos Therapeutics, Inc.'s Current Report on Form 8-K filed with the
Securities and Exchange Commission ("SEC") on October 3, 2019; the Company's
Current Report on Form 8-K filed with the SEC on March 22, 2021 ; and
Company's Current Report on Form 8-K filed with the SEC on January 31, 2022 ,
which are incorporated by reference herein.
In connection with the Eclipse Amendment, on March 24, 2023, the Obligors
entered into the Second Amendment to Loan Documents (the "Avenue Amendment")
amending that certain Loan and Security Agreement dated January 26, 2022 (as
amended by the First Amendment, dated October 25, 2022, the "Avenue Agreement"),
by and among the Obligors, Avenue Venture Opportunities Fund II, L.P. and Avenue
Venture Opportunities Fund II, L.P., as lenders (the "Avenue Capital Lenders"),
and Avenue Capital Management II, L.P., as administrative agent (the "Avenue
Capital Agent").
The Avenue Amendment, among other things, permitted the increase in revolving
loan commitment provided by the Eclipse Lender under the Eclipse Facility as
provided for in the Eclipse Amendment.
The foregoing description of the Avenue Amendment is not complete and is
qualified in its entirety by reference to the Avenue Amendment, which Aytu
intends to file with its upcoming Quarterly Report on Form 10-Q. The original
terms of the Avenue Agreement were previously disclosed on the Company's Current
Report on Form 8-K filed with the SEC on January 31, 2022 , which is
incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is
incorporated herein by reference.
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