Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
As previously disclosed, Impel NeuroPharma Inc., (the "Company") entered into a
loan and security agreement (the "Agreement"), dated July 2, 2021 (the "Closing
Date"), with Oxford Finance LLC ("Oxford"), as the collateral agent and a
lender, and Silicon Valley Bank ("SVB"), as lender (together with Oxford, the
"Lenders") pursuant to which a term loan of up to an aggregate principal amount
of $50.0 million was made available to the Company. Pursuant to the Agreement, a
$20.0 million term loan was previously funded on the Closing Date, leaving two
additional term loan advances of $10.0 million and $20.0 million available under
the Agreement after the Closing Date.
On September 30, 2021, the Company elected to draw down the second $10.0 million
term loan advance under the Agreement (the "Term B Loan"). Immediately following
this $10.0 million drawdown, $20.0 million of borrowing capacity remained
available under the Agreement, subject to the terms and conditions set forth
therein.
In addition, in connection with the Term B Loan, the Company issued the Lenders
warrants to purchase 23,166 shares of the Company's common stock at an exercise
price per share of $12.95 (the "Warrants"). The Warrants will be exercisable for
10 years from the date of issuance.
The foregoing description of the Agreement is qualified in its entirety by
reference to the full text of the Agreement which was filed as Exhibit 10.4 to
the Quarterly Report on Form 10-Q filed by the Company on August 16, 2021.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 2.03 above regarding the Warrants is
incorporated by reference into this Item 3.02. The issuance of the Warrants
were, and the issuance of the shares of the Company's common stock underlying
the Warrants will be, made in reliance upon the exemption from registration
contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
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