Item 1.02Termination of a Material Definitive Agreement.
On September 17, 2021, Rapid Micro Biosystems, Inc. (the "Company") entered into
a payoff letter (the "Payoff Letter") with Kennedy Lewis Management LP, as
collateral agent for the Lenders (as defined below) (in such capacity, the
"Collateral Agent"), pursuant to which the Company agreed to pay in full all of
its outstanding obligations under that certain Loan and Security Agreement,
dated as of May 14, 2020 (the "Loan Agreement"), by and among the Company, the
Collateral Agent, and the lenders party thereto from time to time (the
"Lenders") in the amount of $28.7 million (the "Payoff Amount"), comprised of
the principal amount of Term Loans (as defined in the Loan Agreement) (including
accrued paid-in-kind interest), accrued cash interest, a prepayment premium and
other fees and expenses.
Immediately upon receipt of the Payoff Amount by the Collateral Agent and the
Lenders, (i) the Loan Agreement and the other Loan Documents (as defined in the
Loan Agreement), (ii) all liens and security interests granted in favor of the
Collateral Agent pursuant to the Loan Documents, and (iii) all Obligations (as
defined in the Loan Agreement) under the Loan Documents (other than the warrants
issued in connection therewith), in each case have been satisfied, released,
discharged and/or terminated in full (except in respect of the Surviving
Obligations (as defined in the Loan Agreement)).
The Company originally entered into the Loan Agreement on May 14, 2020 and
borrowed from the Lenders term loans in the aggregate principal amount of $26.2
million (comprised of $25.0 million of initial borrowing and $1.2 million of
accrued paid-in-kind interest). The Company's obligations under the Loan
Agreement and the other Loan documents were secured by a security interest in
substantially all of its assets. The foregoing summary of the Loan Agreement
does not purport to be complete and is subject to, and qualified in its entirety
by reference to the Loan Agreement, which was filed as Exhibit 10.15 to the
Company's Registration Statement on Form S-1 filed with the Securities and
Exchange Commission on June 25, 2021.
The description of the Payoff Letter contained herein does not purport to be
complete and is qualified in its entirety by reference to the Payoff Letter, a
copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by
reference.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Payoff Letter, entered into as of September 17, 2021, by and
between Rapid Micro Biosystems, Inc. and Kennedy Lewis Management LP,
as collateral agent.
104 Cover Page Interactive Data File (formatted as inline XBRL).
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