Item 1.01. Entry Into a Material Definitive Agreement.

Overview



  On September 30, 2022, Rockley Photonics Holdings Limited (the "Company")
worked with holders of its currently outstanding Convertible Senior Secured
Notes due 2026 (the "Existing Notes") to: (i) raise additional financing of
$10.0 million in cash, of which $7.0 million has been received by the Company,
approximately $1.9 million was applied to pay transaction expenses and the
remaining amount of approximately $1.1 million has been placed in an escrow
account and will be released at the direction of the requisite number of
holders; (ii) obtain a waiver of defaults related to the minimum liquidity
covenant under the indenture governing the Existing Notes; (iii) revise certain
terms of the Existing Notes; and (iv) create a structure within which the
Company will continue to work with such holders to explore additional financing
of up to $15.0 million from such holders, subject in all respects to agreeing on
mutually satisfactory terms with such holders. Additional details of these
actions are set forth below, and the below discussion is qualified in its
entirety by reference to the documents referenced therein, which are filed as
exhibits to this Current Report on Form 8-K.

  In addition, in connection with the additional financing of $10.0 million from
holders of Existing Notes, Dr. Andrew Rickman, the Company's President and Chief
Executive Officer, invested $0.5 million in Bridge Notes (as defined below) on
the same terms as the holders of Existing Notes, and such funds were received by
the Company bringing the total investment to $10.5 million in cash. Dr.
Rickman's participation was separately reviewed and approved by the Company's
Audit Committee and independent members of the Company's Board of Directors.

Additional Bridge Notes in an aggregate principal amount of approximately $1.9
million were issued to pay certain fees owing to the Purchasers and the holders
of the Existing Notes.

Private Placement of Senior Secured Notes due 2022

Subscription Agreement



On September 30, 2022, Rockley Photonics Holdings Limited (the "Company"),
together with its subsidiaries named therein, entered into a subscription
agreement (the "Subscription Agreement") with the subscribers listed therein
(the "Purchasers"), relating to the issuance by the Company to the Purchasers of
$12.4 million aggregate original principal amount of Senior Secured Notes due
2022 (the "Bridge Notes"). The Notes will initially be guaranteed by Rockley
Photonics, Inc., Rockley Photonics Limited, Rockley Photonics Ireland Limited
and Rockley Photonics Oy, each a wholly owned subsidiary of the Company (the
"Guarantor Subsidiaries"). The Bridge Notes will also be guaranteed by the
Company's future subsidiaries (other than subsidiaries treated as excluded
entities). The transactions contemplated by the Subscription Agreement closed
with the funding on October 3, 2022.

Second Supplemental Indenture Amending Existing Notes



On September 30, 2022, the Company and Wilmington Savings Fund Society, FSB
("WSFS"), as trustee (the "Trustee"), entered into the second supplemental
indenture (the "Second Supplemental Indenture") to the indenture, dated as of
May 27, 2022 (as supplemented by that First Supplemental Indenture dated as of
August 4, 2022 (the "Indenture"), among the Company, the Guarantor Subsidiaries
listed therein, the Trustee and WSFS, as collateral agent, to amend and
supplement the provisions of the Indenture. In connection therewith, the
Indenture was revised to, among other things: (i) enable the issuance of the
Bridge Notes and a new investment of up to $15.0 million of additional senior
priming notes which would be convertible into ordinary shares of the Company
(the "Priming Notes") which may be issued in the future to the Purchasers,
subject to agreement on the terms of such Priming Notes; (ii) permit the Company
to incur an aggregate amount not exceed $40.0 million in additional financing
related to the receipt of certain tax credits; (iii) lower the minimum liquidity
covenant from $20.0 million to $5.0 million, which amount will automatically
return to $20.0 million on December 30, 2022; (iv) extend the deadline date for
obtaining approval of the Company's stockholders to certain matters from
November 1, 2022 to December 31, 2022; (v) require the Company to offer to
repurchase Existing Notes upon the Company's receipt of certain tax credit
payments in an amount not to exceed 40% of the funds so received by the Company,
subject to certain conditions, including a minimum cash balance of $20.0 million
pro forma for any such repurchase; and (vi) make certain changes to the approval
thresholds for certain actions requiring the approval of the holders of Existing
Notes.

Third Supplemental Indenture and Issuance of Bridge Notes



On September 30, 2022, the Company and the Trustee entered into the third
supplemental indenture (the "Third Supplemental Indenture") to the Indenture to
include provisions in the Indenture that would govern the Bridge Notes. The
Bridge Notes will be senior secured obligations of the Company and the Guarantor
Subsidiaries secured by substantially all assets of each of the Company and each
Subsidiary Guarantor. Interest on the Bridge Notes will be payable monthly in
arrears from an including the issue date, to but excluding the third interest
payment date, at a rate of 15.0% per annum through the issuance of additional
Bridge Notes ("PIK Interest"), which will also bear interest, and from and
including the third interest payment date, to but excluding the Maturity Date
payable at a rate of 12.5% in cash, or, at the Company's election 15.0% per
annum through PIK Interest, which will also bear interest. Interest on the
Bridge Notes will be payable commencing on October 30, 2022. The Notes will
mature on December 30, 2022 (the "Maturity Date"); provided that a certain
minimum number of Purchasers may extend the Maturity Date to January 30, 2023
unless redeemed, repurchased or refinanced in accordance with their terms prior
to such date. The Bridge Notes will not be convertible into the ordinary shares
of the Company. In connection with the issuance of Bridge Notes, Rockley agreed
to pay $5.25 million upon the occurrence of certain events, which payment will
be fully waived upon the occurrence of certain refinancing events. The Bridge
Notes are secured on an equal and ratable basis with the Existing Notes and rank
pari passu in right of payment with them.

Forbearance Agreement



On September 30, 2022, the Company and the Guarantor Subsidiaries also entered
into a Forbearance Agreement (the "Forbearance Agreement") with the Trustee and
each beneficial owner of the Existing Notes (the "Holders"). Pursuant to the
terms of the Forbearance Agreement, the Trustee and the Holders agreed to
forbear from enforcing their rights against the Company and the

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Guarantor Subsidiaries that arose because of the occurrence of certain defaults
under the Indenture. In exchange, the Company agreed to offer to provide a
13-week cash forecast and agreed to retain a financial advisor to assist the
Company in implementing this forecast and complying with new reporting
. . .

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information required by Item 2.03 relating to the Bridge Notes, the Second Indenture and the Third Indenture is contained in Item 1.01 of this Current Report and incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.



In connection with the due diligence process for the transactions described
above and in connection with the production of certain initial information under
the Forbearance Agreement, the Company provided Holders with the information
noted below. The Company's forecasts and projections included below are based on
assumptions, analyses, and internal estimates developed by the Company's
management. If these assumptions, analyses, or internal estimates prove to be
incorrect or inaccurate, the Company's actual results may differ materially from
those forecasted or projected. The Company has in the past had to adjust its
estimates and experienced actual results that differed materially from its
internal estimates. Forecasts are subject to change and inherently subject to
significant uncertainties and contingencies, many of which are beyond the
Company's control.

The Company discussed with the Holders its ongoing efforts to obtain additional
financing, including the fact that the Company had engaged a strategic advisor
to explore a potential private placement with potential corporate investors and
other parties. The Company also discussed its continued expectation of receiving
tax credits of approximately $40.0 million in 2022 and/or 2023, including
ongoing efforts to obtain financing advances on such tax credits. In addition,
the Company has executed a non-binding, preliminary term sheet for additional
financing from a third-party investor in the form of an equity line of credit
with an upfront payment of $10.0 million of initial proceeds, which amount could
increase up to $50.0 million, subject in all respects to reaching an agreement
on definitive terms and other customary conditions, such as satisfactory
completion of due diligence by the potential investor. There can be no assurance
that the Company will consummate this contemplated transaction or any other
financing or that it would do so on terms favorable to Rockley and its
shareholders. If Rockley raises additional financing, shareholders may
experience dilution of their ownership interests and Rockley may be required to
incur additional debt.

The Company also provided the Holders with a proposed budget of expenditures and
projected cash spend for a 13-week period commencing with the week ended October
7, 2022 and ending with the week ended December 30, 2022. This proposed budget
and projected cash balance does not take into account any inflows of additional
capital, including any payments from customers, receipt of tax credits,
financing from the Holders, including the current financing described under Item
1.01 of this Current Report, or from any of the additional sources noted in the
preceding paragraph. For example, it excludes any proceeds received by the
Company for the sale of Bridge Notes. As illustrated by the ending cash balances
in the table below, the Company must raise additional capital either from the
Holders or from other sources in order to continue its operations during the
period presented. The currently forecasted budget and projected cash balance was
prepared to show the Company's anticipated cash expenditures during the 13-week
period presented and is subject to change based on a variety of factors,
including the receipt by the Company of additional funds, operating decisions
and other factors, some of which may be out of the Company's control. The
Company does not intend and expressly disclaims any obligation to provide
additional public updates to this 13-week forecasted budget and projected cash
balance, except as required by law or regulation.

(In $ thousands)
                           Wk-1           Wk-2           Wk-3           Wk-4            Wk-5            Wk-6            Wk-7            Wk-8            Wk-9           Wk-10           Wk-11           Wk-12           Wk-13
                           10-7          10-14          10-21          10-28            11-4           11-11           11-18           11-25            12-2            12-9           12-16           12-23           12-30
Beginning                $5,124         $1,099       $(5,196)       $(7,169)        $(8,405)       $(11,548)       $(13,278)       $(15,687)       $(18,125)       $(21,176)       $(22,931)       $(25,295)       $(27,707)
Cash(1)
Cash Used              $(4,024)       $(6,296)       $(1,972)       $(1,237)        $(3,143)        $(1,730)        $(2,408)        $(2,438)        $(3,051)        $(1,755)        $(2,364)        $(2,413)        $(2,286)
Ending Cash                $484       $(5,811)       $(7,784)       $(9,020)       $(12,163)       $(13,893)       $(16,302)       $(18,740)       $(21,791)       $(23,546)       $(25,910)       $(28,322)       $(30,609)

(1) Excludes $615,000 of restricted cash on hand at the Company, which is included in the Ending Cash balance.

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The Company also provided an update to the Holders on its search to hire a Chief
Financial Officer. The Company has identified several strong candidates and is
currently in discussions with a candidate regarding employment terms. The
Company intends to retain a permanent Chief Financial Officer and will provide
an update upon reaching an agreement to hire a Chief Financial Officer.

Cautionary Statement Regarding Forward-Looking Statements



Certain statements in this Current Report on Form 8-K (the "Current Report")
that are not historical facts constitute "forward-looking statements" for
purposes of the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements include statements
regarding Rockley's future expectations, beliefs, plans, objectives, and
assumptions regarding future events or performance. The words "anticipate,"
"believe," "continue," "could," "develop," "enable," "estimate," "eventual,"
"expect," "future," "intend," "may," "might," "opportunity," "outlook," "plan,"
"possible," "position," "potential," "predict," "project," "revolutionize,"
"seem," "should," "trend," "will," "would" and other terms that predict or
indicate future events, trends, or expectations, and similar expressions or the
negative of such expressions may identify forward-looking statements, but the
absence of these words or terms does not mean that a statement is not
forward-looking. Forward-looking statements in this Current Report include, but
are not limited to, statements regarding the following: (a) beginning cash
amounts, the amount of cash used and ending cash balances for each of the future
periods presented; (b) the Company's intent to raise additional financing,
anticipated financing needs and amounts; and (c) the Company's intent to hire a
permanent Chief Financial Officer.

Forward-looking statements are subject to several risks and uncertainties (many
of which are beyond the Company's control) or other assumptions that may cause
actual results or performance to differ materially from those expressed or
implied by these forward-looking statements. These risks and uncertainties
include, but are not limited to, the following: (i) the Company's ability to
achieve commercial production of its products and technology, including in a
timely and cost-effective manner; (ii) the Company's ability to obtain
additional financing on reasonable terms, or at all; (iii) the Company's ability
to comply with the terms of the Indenture and the Forbearance Agreement and the
potential exercise of remedies by the Holders if the Company fails to comply
with such terms; (iv) the Company's ability to manage its cash expenditures
within its 13-week forecast and also in a manner that enables it to continue to
operate, when combined with any additional funds that may be available to it
through additional financing transactions; (v) the Company's ability to achieve
customer design wins, convert memoranda of understanding and development
contracts into production contracts, and achieve customer acceptance of its
products and technology; (vi) risks related to purchase orders, including the
lack of long-term purchase commitments, the cancellation, reduction, delay, or
other changes in customer purchase orders, and if and to the extent customers
seek to enter into licensing arrangements in lieu of purchases; (vii) the
Company's history of losses and need for additional capital and its ability to
access additional financing to support its operations and execute on its
business plan, as well as the risks associated with any future financings;
(viii) legal and regulatory risks, including those related to its products and
technology and any threatened or actual litigation; (ix) risks associated with
its fabless manufacturing model and dependency on third-party suppliers; (x) the
Company's reliance on a few significant customers for a majority of its revenue
and its ability to expand and diversify its customer base; (xi) the Company's
financial performance; (xii) the impacts of COVID-19 on the Company, its
customers and suppliers, its target markets, and the economy; (xiii) the
Company's ability to successfully manage growth and its operations as a public
company; (xiv) fluctuations in the Company's stock price and the Company's
ability to maintain the listing of its ordinary shares on the NYSE; (xv) the
Company's ability to anticipate and respond to industry trends and customer
requirements; (xvi) changes in the Company's current and future target markets;
(xvii) intellectual property risks; (xviii) the Company's ability to compete
successfully; (xix) market opportunity and market demand for, and acceptance of,
the Company's products and technology, as well as the customer products into
which the Company's products and technology are incorporated; (xx) risks related
to international operations; (xxi) risks related to cybersecurity, privacy, and
infrastructure; (xxii) risks related to financial and accounting matters;
(xxiii) general economic, financial, legal, political, and business conditions
and changes in domestic and foreign markets; (xxiv) the Company's ability to
realize the anticipated benefits of the business combination; and (xxv) changes
adversely affecting the businesses or markets in which the Company is engaged;
and, as well as other factors described under the heading "Risk Factors" in the
Company's Annual Report on Form 10-K for the year ended 2021, and in other
documents the Company files with the Securities and Exchange Commission in the
future. The forward-looking statements contained in this Current Report are
based on various assumptions, whether or not identified in this Current Report,
and on the Company's current expectations, beliefs, and assumptions and are not
predictions of actual performance. If any of these risks or uncertainties
materialize, or should any of these assumptions prove incorrect, actual results
. . .

Item 9.01. Financial Statements and Exhibits.

Exhibit No. Description


  4.1               Second Supplemental Indenture dated September 30, 2022

by and among the


                  Company, each of the Guarantor Subsidiaries and

Wilmington Savings Fund Society,


                  FSB ("WSFS"), as trustee (the "Trustee") and collateral

agent (the "Collateral


                  Agent"), to the indenture (as supplemented by that First

Supplemental Indenture


                  dated August 4, 2022) dated as of May 27, 2022, among the

Company, each of the


                  Guarantor Subsidiaries, the Trustee and the Collateral

Agent.


  4.2               Third Supplemental Indenture dated September 30, 2022

by and among the Company,


                  each of the Guarantor Subsidiaries and Wilmington Savings

Fund Society, FSB


                  ("WSFS"), as trustee (the "Trustee") and collateral agent

(the "Collateral


                  Agent"), to the indenture (as supplemented by that First

Supplemental Indenture


                  dated August 4, 2022 and Second Supplemental Indenture

dated September 30, 2022)


                  dated as of May 27, 2022, among the Company, each of the

Guarantor Subsidiaries,


                  the Trustee and the Collateral Agent.
  10.1              Subscription Agreement dated September 30, 2022 by and

between the Company,


                  each of the Company's subsidiaries named therein and the

Subscribers named


                  therein.
  10.2              Forbearance Agreement dated September 30, 2022 by and

between the Company, each


                  of the Guarantor Subsidiaries (as defined therein),

Wilmington Savings Fund


                  Society, FSB, as trustee and collateral agent and each

beneficial owner of


                  Convertible Senior Secured Notes due 2026.

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