PDS BIOTECHNOLOGY CORP: Entering into a Material Definitive Agreement, Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant, Unrecorded Sale of Equity Securities, Other Events, Financial Statements and parts (Form 8-K)

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Section 1.01 Entering into a Material Definitive Agreement.

Subprime loan and guarantee agreement

On August 24, 2022, PDS Biotechnology Company (the “Company”), as borrower (the “Borrower”), has entered into this subprime loan and guarantee agreement (the “Loan and Guarantee Agreement”) by and between the Borrower, PDS operating companyas guarantor (“Guarantor”, including the Borrower and any subsidiary of the Borrower party thereto from time to time, collectively, the “Loan Parties” and each individually a “part of loan“), the persons parties hereto from time to time as lenders (collectively, the “Lenders”), and Horizon Technology Finance Corporation, as lender and collateral agent to itself and the other Lenders ( as such, the “Guarantee Agent”).

Term loan amounts. The Loan and Guarantee Agreement provides for the following six (6) separate and independent term loans: (a) a term loan in the amount of
$7,500,000 (“Loan A”), (b) a term loan in the amount of $10,000,000 (“Loan B”), (c) a term loan in the amount of $3,750,000 (“Loan C”), (d) a term loan in the amount of $3,750,000 (“Loan D”), (e) a term loan in the amount of $5,000,000
(“Loan E”), and (f) a term loan in the amount of $5,000,000 (“Loan F”) (together with each of Loan A, Loan B, Loan C, Loan D, Loan E and Loan F, individually a “Loan” and collectively, the “Loans”). Loan A, Loan B, Loan C and Loan D are Committed Loans and will be made available to the Borrower upon entering into the Loan and Guarantee Agreement. Loan E and Loan F are uncommitted loans which can be advanced by the lenders at their discretion before July 31, 2023 upon the fulfillment by the borrower and the guarantor of certain agreed conditions precedent. The borrower may only use loan proceeds for working capital or general corporate purposes.

Maturity. Each Loan matures forty-eight (48) months after the applicable Funding Date (defined as any date on which a Loan is made to or on behalf of the Borrower under the Loan and Security Agreement) ( the “Maturity Date”) unless accelerated under agreed events of default. All amounts outstanding under each loan will be due and payable on the due date or acceleration of the loans and covenants in the event of default.

Interest rate. The principal balance of each loan bears variable interest. The interest rate is calculated initially and each calendar month thereafter as the sum of (a) the annual interest rate published from time to time in The Wall Street Journal as contemplated by the Loan and Guarantee Agreement, or any successor publication, such as the then prevailing “Prime Rate” plus (b) 5.75%; provided that if such interest rate is less than 4.00%, such rate shall be deemed to be 4.00% for the purpose of calculating the interest rate. Interest is payable monthly based on the principal amount of the loan outstanding the previous month.

Amortization. Each loan will begin to be amortized on the date shown on the promissory note signed under the respective loan, from which time the borrower is required to begin making equal payments of principal plus accrued interest on the principal amount. outstanding of the respective loan (the “Loan Amortization Date”), and continuing on the first business day of each calendar month thereafter until the due date.

Prepayment premium. The Borrower may, at its option, subject to at least ten (10) business days written notice to the Lenders, prepay all (and at least all) of the outstanding amount of the Loan by simultaneously paying to each Lender an amount equal to (i) all accrued and unpaid interest on the outstanding principal balance of the Loans; plus (ii) an amount equal to (A) if such loan is prepaid on or before the loan amortization date applicable to such loan, three percent (3%) of the then outstanding principal balance of such loan , (B) if such Loan is prepaid after the Loan Amortization Date applicable to such Loan but no later than the date falling twelve (12) months after such Loan Amortization Date, two percent (2%) of the then outstanding principal balance of such loan, or (C ) if such loan is prepaid more than twelve (12) months after the amortization date of the loan but before the stated maturity date applicable to such loan, one percent (1%) of the then unpaid principal balance of such loan; plus (iii) the outstanding principal balance of that loan; plus (iv) all other amounts, if any, that have become due and payable hereunder. No prepayment premium will be applied to any outstanding loan balance paid by the due date shown.

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Security. The Borrower’s obligations are secured by a lien on all of the Loan Parties’ respective rights, titles, interests, claims and demands in, over and under all of the Loan Parties’ respective properties and other assets, subject to exceptions. limited and excluding the loan. Intellectual property of the parties.

Pacts; Representations and Warranties; Other supplies. The Loan and Guarantee Agreement contains customary representations, warranties and covenants, including loan party covenants limiting additional indebtedness, liens, including on intellectual property, warranties, mergers and consolidations, substantial asset sales, investments and loans, certain corporate changes, transactions with affiliates and fundamental changes.

Default layouts. The Loan and Guarantee Agreement provides for customary events of default for term loans of this type, including, but not limited to, non-payment, breaches or defaults in performance of covenants, insolvency and bankruptcy by and/or the Company.

Mandates

As part of the conclusion of the loan and guarantee agreement, the company . . .

Item 2.03 Creation of a Direct Financial Obligation or and Obligation under and

Off-balance sheet arrangement of a registrant.

The information provided in Section 1.01 of this Current Report on Form 8-K is incorporated by reference into this Section 2.03.

Item 3.02 Unrecorded Sales of Equity securities.

The information provided in Section 1.01 of this Current Report on Form 8-K regarding the Warrants is incorporated by reference into this Section 3.02.

Item 8.01 Other Events.


On August 24, 2022, the Company has issued a press release regarding the loan and guarantee agreement. A copy of the press release is filed as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01 Financial statements and supporting documents.

Part # Description

  5.1       Opinion of DLA Piper LLP (US), dated August 24, 2022.

  10.1      At Market Issuance Sales Agreement dated August 24, 2022 by and between PDS
            Biotechnology Corporation, B. Riley Securities, Inc., and BTIG, LLC
            (incorporated by reference to Exhibit 1.2 to the Registration Statement on
            Form S-3 filed by the Company on August 24, 2022, Reg. No. 333-267041).

  23.1      Consent of DLA Piper LLP (US) (contained in Exhibit 5.1 above).


  99.1      Press Release dated August 24, 2022.


104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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