Item 1.01. Entry into a Material Definitive Agreement.
Summary
On November 21, 2022, Biodesix, Inc. (the Company) funded and/or closed various
financing transactions, including: (i) a term loan facility for up to $50.0
million, with funding of $30.0 million and the issuance of warrants exercisable
into 3,000,000 shares of the Company's common stock, par value $0.001 per share
(the Common Stock) occurring on November 21, 2022 (the Funding Date), and two
additional tranches of $10.0 million each subject to certain terms and
conditions, including revenue milestones, (ii) a follow on equity offering of
common stock and (iii) a subscription agreement for the issuance of common stock
to certain members of the Company's management team. Collectively, the Company
raised gross proceeds of approximately $70.7 million ($65.8 million after
deducting commissions, fees and estimated expenses payable). Approximately $24.0
million of the net proceeds were used to retire outstanding debt of the Company
and the remaining proceeds of approximately $41.8 million will be used for
commercial expansion of sales, supporting the Company's product pipeline,
research and development and for general corporate purposes. The following
sections will provide a more detailed description of each of the transactions
described above. Each of the strategic initiatives described above is detailed
further below.
Perceptive Term Loan Facility Overview
On November 16, 2022 (the Closing Date), the Company entered into a Credit
Agreement and Guaranty (the Credit Agreement) with Perceptive Credit Holdings
IV, LP as the lender and administrative agent (the Lender). The Credit Agreement
provides for a senior secured delayed draw term loan facility with Perceptive
Advisors LLC (Perceptive), in an aggregate principal amount of up to $50.0
million (the Perceptive Term Loan Facility). The initial funding of the
Perceptive Term Loan Facility was subject to a capital raise of at least $30.0
million in gross proceeds from an equity offering of the Company's common stock.
On the Funding Date, the Company raised approximately $40.3 million in gross
proceeds from the sale of common stock (see "Public Offering and Subscription
Agreements" below, together the Equity Offerings). The Tranche A Loan, in an
aggregate amount of up to $30.0 million (the Tranche A Loan), was funded under
the Perceptive Term Loan Facility substantially concurrently with the closing of
the Equity Offerings on the Funding Date. In addition to the Tranche A Loan, the
Perceptive Term Loan Facility includes an additional Tranche B Loan, in an
aggregate amount of up to $10.0 million, and an additional Tranche C Loan, in an
aggregate amount of up to $10.0 million, which will be accessible by the Company
so long as the Company satisfies certain customary conditions precedent,
including revenue milestones. The Perceptive Term Loan Facility has a maturity
date of November 21, 2027 (the Maturity Date) and provides for an interest-only
period during the term of the loan with principal due at the maturity date. The
Company's net proceeds from the Tranche A Loan were approximately $27.9 million,
after deducting estimated debt issuance costs and expenses.
Substantially concurrently with the completion of the Equity Offerings, the
Company fully repaid all outstanding principal, accrued and unpaid interest as
well as any prepayment and other fees due under the existing $16.0 million
promissory note with Streeterville Capital, LLC (Promissory Note One) and the
outstanding principal balance of $3 million under the term loan under the Loan
and Security Agreement with Silicon Valley Bank (the 2021 Term Loan) for an
aggregate amount of approximately $24.0 million.
Interest Rate
The Perceptive Term Loan Facility will accrue interest at an annual rate equal
to the greater of (a) forward-looking one-month term SOFR as posted by CME Group
Inc. and (b) 3.0% per annum, plus an applicable margin of 9.0%.
Amortization and Prepayment
On the Maturity Date, the Company is required to pay the Lender the aggregate
outstanding principal amount underlying the Loan and any accrued and unpaid
interest thereon. Prior to the Maturity Date, there will be no scheduled
principal payments under the Perceptive Term Loan Facility. The Perceptive Term
Loan Facility may be prepaid at any time, subject to a prepayment premium equal
to 2% to 10% of the aggregate outstanding principal amount being prepaid,
depending on the date of prepayment.
Security Instruments and Warrants
Pursuant to a Security Agreement, dated as of the Funding Date (the Security
Agreement), between the Company and the Lender, substantially all of the
Company's obligations under the Credit Agreement are secured by a first lien
perfected security interest on all of the Company's assets, subject to customary
exceptions.
. . .
Item 1.02. Termination of a Material Definitive Agreement.
On the Funding Date, in connection with initial funding of the Perceptive Term
Loan Facility and the Equity Offerings, the Company repaid all outstanding
principal and accrued and unpaid interest as well as any prepayment and other
fees in the amount of $18.2 million and $5.8 million due under the promissory
note with Streeterville Capital, LLC (Promissory Note One) and the Loan and
Security Agreement with Silicon Valley Bank (the 2021 Term Loan), respectively.
Contemporaneously, the Company terminated Promissory Note One, dated May 9,
2022, and the 2021 Term Loan, dated March 16, 2021, as amended. To the extent
applicable, the information reported under Item 1.01 above is incorporated into
this Item 1.02 by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
To the extent applicable, the disclosures of the material terms and conditions
of the Credit Facility Agreements in Item 1.01 above are incorporated into this
Item 2.03 by reference.
Item 3.02. Unregistered Sales of Equity Securities
The information set forth in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 3.02.
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Item 8.01. Other Events.
On November 16, 2022, the Company issued a press release announcing the entry
into the Perceptive Term Loan Facility. A copy of the press release is being
furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
On November 16, 2022, the Company issued press releases announcing the launch
and pricing of the Offering. Copies of the Company's press releases are attached
hereto as Exhibits 99.2 and 99.3, respectively, to this Current Report on Form
8-K and are incorporated herein by reference in their entirety.
On November 21, 2022, the Company issued a press release announcing the closing
of the Offering. A copy of the Company's press release is attached hereto as
Exhibit 99.4 to this Current Report on Form 8-K and is incorporated herein by
reference in its entirety.
In accordance with General Instruction B.2 of Form 8-K, the information included
in this Item 8.01, including Exhibits 99.1, 99.2, 99.3 and 99.4 hereto, shall
not be deemed "filed" for the purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference
into any filing made by the Company under the Exchange Act or Securities Act of
1933, as amended, except as shall be expressly set forth by specific reference
in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
No. Exhibit
1.1 Underwriting Agreement, dated November 16, 2022, between Biodesix, Inc.
and William Blair & Company, L.L.C.
4.1 Form of Note, dated November 21, 2022, issued by the Company to
Perceptive Credit Holdings IV, LP. (included in Exhibit 10.1)
4.2 Warrant to Purchase Stock, dated November 21, 2022, issued by the
Company to Perceptive Credit Holdings IV, LP.
5.1 Opinion of Sidley Austin LLP
10.1 Credit Agreement and Guaranty, dated as of November 16, 2022, by and
among the Company and Perceptive Credit Holdings IV, LP.
10.2 Security Agreement, dated as of November 21, 2022, by and among the
Company and Perceptive Credit Holdings IV, LP.
10.3 Form of Subscription Agreement, dated November 31, 2022
23.1 Consent of Sidley Austin LLP (included in Exhibit 5.1)
99.1 Perceptive Funding Press Release issued by Biodesix, Inc. dated
November 16, 2022
99.2 Launch Press Release issued by Biodesix, Inc. dated November 16, 2022
99.3 Pricing Release issued by Biodesix, Inc. dated November 16, 2022
99.4 Closing Release issued by Biodesix, Inc. dated November 21, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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