Item 1.01. Entry into a Material Definitive Agreement.
On
The Term Loans bear interest on the outstanding daily balance at a floating
annual rate equal to greater of: (i) 0.5% above the prime rate then in effect or
(ii) 4.50%. If the prime rate changes throughout the term, the interest rate is
adjusted effective on the date of the prime rate change. All interest chargeable
under the Loan Agreement is computed on a 360-day year for the actual number of
days elapsed, with interest payable monthly. The Loan Agreement provides for
interest-only payments until the Amortization Date, at which time the aggregate
outstanding principal balance of the Term Loans is required to be repaid in
monthly installments on a 24-month repayment schedule. All unpaid principal and
accrued and unpaid interest with respect to the Term Loans is due and payable in
full on
The Company is obligated to pay PWB a fee in the event of certain corporate
transactions equal to either (i) the greater of (a)
All outstanding obligations under the Loan Agreement are secured by the
Company's personal property (exclusive of any intellectual property), and are
subject to acceleration upon an event of default. In connection with the Loan
Agreement, the Company is required to comply with certain negative covenants,
which among other things, restrict the Company from (i) incurring future debt or
granting liens, (ii) effectuating a merger or consolidation with or into any
other business organization, (iii) paying dividends or making certain other
distributions, (iv) selling or otherwise transferring its assets, and (v) making
investments in any entities or instruments, subject, in each case, to certain
exceptions specified in the Loan Agreement. The Loan Agreement also contains
standard affirmative covenants, including with respect to the issuance of
audited consolidated financial statements, insurance, and maintenance of good
standing and government compliance in the Company's state of formation. On or
before
In addition, PWB has the right to accelerate all outstanding obligations of the Company under the Loan Agreement or terminate any remaining Term Loan commitments in the event of a material adverse effect on (i) the operations, business or financial condition of the Company, (ii) the Company's ability to repay any portion of the Term Loans or perform any of its other obligations under the Loan Agreement and (iii) the Company's interest in, or the value, perfection or priority of PWB's security interest in the collateral.
The foregoing description of the Loan Agreement is qualified in its entirety by the text of the Loan Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated into this Item 1.01 by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
On
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.1 Amended and Restated Loan and Security Agreement, dated as ofApril 12, 2022 , by and between theRegistrant andPacific Western Bank 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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