Item 1.01 Entry into a Material Definitive Agreement.
On June 27, 2022, DICE Therapeutics, Inc. (the "Company"), together with DiCE
Molecules SV, Inc., and DiCE Alpha, Inc., the Company's wholly owned
subsidiaries, as the borrowers, entered into the Joinder and First Amendment to
Loan and Security Agreement (the "Amendment") with Silicon Valley Bank. The
Amendment amends the Loan and Security Agreement (together, the "Credit
Facility"), dated as of April 13, 2021, to among other things, (1) join the
Company as a borrower, (2) provide additional term loan advances of up to $30
million, $20 million of which is available immediately ("Term A Loan Advance"),
and an additional $10 million is available upon the satisfaction of certain
conditions related to clinical development in Psoriasis ("Term B Loan Advance"
and together with the Term A Loan Advance, the "Additional Term Loan Advances");
(3) extend the draw period from June 30, 2022 to February 29, 2024; (4) extend
the maturity date from February 1, 2025, to May 1, 2027; and (5) reduce the per
annum interest rate from the greater of (i) 1.75% above the WSJ prime rate and
(ii) 5.0%, to the greater of (i) 0.75% above the WSJ prime rate and (ii) 4.25%.
Amounts borrowed under the Additional Term Loan Advances will be interest only
through June 1, 2024, followed by an amortization period of 36 months.
There is no required minimum draw or financial covenants associated with the
Credit Facility, as amended. In addition, there is no amendment fee. The Company
will be required to pay a final payment fee equal to 5.0% of the original
principal amount borrowed under the Additional Term Loan Advances upon repayment
of the Additional Term Loan Advances, including at the maturity date.
In conjunction with the Amendment, the Company issued a warrant (the "Warrant")
which may be exercised to purchase up to 42,349 shares of the Company's common
stock at a per share exercise price equal to $14.43. If the Company draws down
any portion of the Term B Loan Advance, the warrant will be exercisable for up
to an additional 21,174 shares of the Company's common stock at a per share
exercise price equal to $14.43. The Warrant will expire on June 26, 2032.
Upon execution of the Amendment, the Company repaid the $2.5 million outstanding
under the Credit Facility. Per the Amendment, the associated prepayment fee was
waived. There is currently no outstanding balance on the Credit Facility and $20
million is currently available to be drawn at the Company's option.
The foregoing descriptions of the Amendment and the Warrant do not purport to be
complete and are qualified in their entirety by reference of the complete text
thereof, copies of which will be filed as exhibits to the Company's Quarterly
Report on Form 10-Q for the quarter ending June 30, 2022.
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. The Company issued the Warrant
and offered the shares of Common Stock underlying the Warrant in reliance on
Section 4(a)(2) of the Securities Act of 1933, as amended.
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