MEIRAGTX HOLDINGS PLC: Entering into a Material Definitive Agreement, Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sale of Equity Securities, Other Events, Statements financials and exhibits (Form 8-K)
Item 1.01. Conclusion of a significant definitive agreement.
The financing agreement provides for a first
Loans outstanding under the financing agreement bear interest at a fluctuating annual rate equal to (a) an applicable margin of 10.00% plus (b) the guaranteed overnight rate administered by the
In addition to paying interest under the financing agreement, the Company is also required to pay certain fees relating to the loans, including but not limited to a facility fee in the amount of 0.75 % of total original loan principal amount. , payable on the Closing Date, and 0.75% of the aggregate principal amount of the Discretionary Loan, payable on the date the Discretionary Loan is borrowed.
The obligations of the Company under the Financing Agreement are guaranteed by the
the cash of the Company and the bank accounts of the Subsidiary Guarantors, and the issued and outstanding interests of the Subsidiary Guarantors. Perceptive’s security interest does not encumber any intellectual property or other cash of the Company or its subsidiaries.
The financing agreement expires on
The Financing Agreement imposes various restrictions on the Company and the Subsidiary Guarantors, including restrictions relating to: (i) additional indebtedness, (ii) limitations on liens, (iii) limitations on certain investments, ( iv) the making of distributions, dividends and other payments, (v) mergers, consolidations and acquisitions, (vi) disposals of assets, (vii) the maintenance by the Company of at least
The Financing Agreement contains standard and customary default provisions for transactions of this type. If an Event of Default occurs and continues, Perceptive has the right to accelerate and require Company to repay all amounts outstanding under the Funding Agreement.
Ellen Hukkelhoven, Ph.D., a member of the company’s board of directors, is chief executive officer of
Pursuant to the Financing Agreement, the Company has granted warrants (the “Warrants”) to Perceptive to purchase up to (i) 400,000 common shares of the Company at an exercise price of
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under a
Off-Balance Sheet Arrangement of a Registrant.
The information set out in Section 1.01 regarding financial obligations under the Funding Agreement is incorporated by reference into this Section 2.03.
Section 3.02. Unrecorded sales of
The information included in Section 1.01 above relating to the issuance of Warrants is incorporated by reference in this Section 3.02. Warrants have been issued, and Warrant Shares will be issued (if any), on the basis of an exemption from the registration requirements of the Securities Act 1933, as amended (the ” Securities Act”), contained in Section 4(a)(2) of the Securities Act. Perceptive has stated that it is acquiring the securities for investment purposes only and not for, or for resale in connection with, sale or public distribution thereof, and appropriate legends have been or will be affixed on titles.
Article 8.01. Other events.
Item 9.01 Financial statements and supporting documents.
(d)Exhibits. Exhibit No. Exhibit Description 99.1 Press release of
MeiraGTx Holdings plc, dated August 3, 2022. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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