Item 1.01. Entry into a Material Definitive Agreement.
Loan and Security Agreement
On May 13, 2021 (the "Closing Date"), SCYNEXIS, Inc. entered into a Loan and
Security Agreement (the "Loan Agreement") with Hercules Capital, Inc.
("Hercules"), as administrative agent and collateral agent (in such capacity,
the "Agent") and a lender, and Silicon Valley Bank, as a lender ("SVB," and
collectively with Hercules in such capacity, the "Lenders") for an aggregate
principal amount of up to $60.0 million (the "Term Loan"). Pursuant to the Loan
Agreement, the Term Loan is available to SCYNEXIS in four tranches, subject to
certain terms and conditions.
Under the terms of the Loan Agreement, SCYNEXIS receives an initial tranche of
$20.0 million from the Lenders as part of the closing of the Term Loan facility.
The second tranche of the Term Loan, consisting of up to an additional $10.0
million, will become available to SCYNEXIS upon receipt of approval from the
Food and Drug Administration of ibrexafungerp for the treatment of vaginal yeast
infections (the "First Performance Milestone") and will be available, if
specified conditions are met, during the period beginning on June 1, 2021
through June 30, 2022. The third tranche of the Term Loan, consisting of an
additional $5.0 million, will be available to SCYNEXIS upon the achievement of
(a) the First Performance Milestone and (b) the protocol-specified primary
endpoint, with statistical significance and an acceptable safety profile, from
the Phase 3 study of ibrexafungerp in patients with recurrent vulvovaginal
candidiasis (the CANDLE study), and will be available, if specified conditions
are met, from September 30, 2021 through June 30, 2022. The fourth tranche of
the Term Loan, consisting of up to an additional $25.0 million, will be
available to SCYNEXIS from January 1, 2022 through December 31, 2023 in $5.0
million increments upon achievement of the First Performance Milestone and
subject to certain terms and conditions, including maintaining a ratio of total
outstanding Term Loan principal to net product revenues for ibrexafungerp below
a certain specified level for a given draw period.
The Term Loan will mature on March 3, 2025 (the "Maturity Date"); provided that,
the Maturity Date shall be automatically extended to May 1, 2025 subject to the
occurrence of certain conditions set forth in the Loan Agreement. The Term Loan
bears interest at a variable annual rate equal to the greater of (a) 9.05% and
(b) the Prime Rate (as reported in the Wall Street Journal) plus 5.80% (the
"Interest Rate"). SCYNEXIS may make payments of interest only through November
1, 2023, which may be extended to May 1, 2024 upon the achievement of the First
Performance Milestone prior to November 1, 2023, and which is further extendable
in quarterly increments until the Maturity Date, subject to continued compliance
with the financial covenant of the Loan Agreement (the "interest-only period").
After the interest-only period, the principal balance and related interest will
be required to be repaid in equal monthly installments and continuing until the
Maturity Date.
The Loan Agreement contains customary closing fees, prepayment fees and
provisions, events of default, and representations, warranties and covenants,
including a financial covenant requiring SCYNEXIS to maintain certain levels of
trailing three-month net product revenue solely from the sale of ibrexafungerp
commencing on June 30, 2022. The financial covenant will be waived at any time
in which SCYNEXIS maintains unrestricted and unencumbered cash in accounts
maintained
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with SVB equal to at least 50.0% of the total outstanding Term Loan principal
amount, subject to certain requirements.
Subject to certain exceptions, SCYNEXIS's obligations under the Loan Agreement
are secured by a first priority security interest on substantially all of
SCYNEXIS's personal property, other than intellectual property. SCYNEXIS has
agreed not to encumber any of its intellectual property without the Lenders'
prior written consent.
In connection with the entry into the Loan Agreement, SCYNEXIS issued to each of
Hercules and SVB a warrant (collectively, the "Warrants") to purchase shares of
SCYNEXIS's common stock, par value $0.001 per share (the "Shares"). The amount
of shares that may be purchased for the Warrants, collectively between Hercules
and SVB, will not exceed 0.04 multiplied by the aggregate amount of the term
loan advances, divided by the exercise price of the Warrants.
The description of the Loan Agreement and the Warrants contained herein do not
purport to be complete and are qualified in their entirety by reference to the
complete text of the Loan Agreement which will be filed as an exhibit to
SCYNEXIS's Quarterly Report on Form 10-Q for the quarter ending June 30, 2021.
2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above regarding the Loan Agreement is
incorporated by reference into this Item 2.03.
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