Item 1.01 Entry into a Material Definitive Agreement.
On
The Loan Agreement provides a 60-month term loan facility for up to
Borrowings under the Loan Agreement bear interest (i) at an annual cash rate equal to the greater of (x) the lesser of (1) the prime rate (as customarily defined) and (2) 5.50%, in either case, plus 3.15%, and (y) 7.15% and (ii) at an annual payment-in-kind rate which may equal 2.00%. Interest is payable monthly in arrears on the first business day of each month and on the maturity of the Loan Agreement.
At the Company's option, the Company may prepay all or any portion of the
outstanding borrowings, plus accrued and unpaid interest thereon and fees and
expenses, subject to a prepayment premium ranging from 1.0% to 2.5%, during the
first three years after closing, depending on the year of such prepayment. In
addition, the Company paid a
The term loan is secured by substantially all of the Company' assets, other than
intellectual property. The Loan Agreement and other ancillary documents contain
customary representations and warranties and affirmative and negative covenants,
including a covenant against the occurrence of a "change of control" and
financial reporting obligations, and certain limitations on indebtedness, liens
(including a negative pledge on intellectual property and other assets),
investments, distributions (including dividends), collateral, investments,
transfers, mergers or acquisitions, taxes, corporate changes, and deposit
accounts. Beginning on
The Loan Agreement includes customary events of default, including payment defaults, breaches of covenants following any applicable cure period, the occurrence of certain events that could reasonably be expected to have a "material adverse effect", cross default to certain third-party indebtedness and certain events relating to bankruptcy or insolvency. Upon the occurrence of an event of default, a default interest rate of an additional 4.0% may be applied to the outstanding principal and interest payments due, and the lenders may declare all outstanding obligations immediately due and payable and take such other actions as set forth in the Loan Agreement, including proceeding against the collateral securing such borrowings.
The foregoing description of the material terms of the Loan Agreement is qualified in its entirety by the terms and conditions of the Loan Agreement .
On
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 is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description 99.1 Press Release datedJuly 21, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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