Section 1.01 Entering into a Material Definitive Agreement.
Subprime loan and guarantee agreement
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
(“Loan E”), and (f) a term loan in the amount of
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
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.
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.
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
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.
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, 2022by and between PDS Biotechnology Corporation, B. Riley Securities, Inc., and BTIG, LLC (incorporatedby 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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