Item 1.01 Entry into a Material Definitive Agreement.
On
Pursuant to the Agreement, Borrowers received funding of
The term loans mature on
The term loans accrue interest at a floating rate equal to (a) the greater of
(i) 1-month term SOFR and (ii) 2.33%, plus (b) 6.25%. The minimum per annum
interest rate is 8.58%. Interest on the term loans is payable monthly in
arrears. The term loans once repaid or prepaid may not be reborrowed. The term
loans may be prepaid in full, or in part in increments of
The Borrowers' obligations under the Loan Agreement are secured by substantially
all of the Borrowers' and the Company's assets, with a negative pledge on
intellectual property, and will be guaranteed by its future subsidiaries,
subject to certain limitations. Upon the outstanding balance of the term loans
reaching
The Loan Agreement contains customary affirmative and negative covenants, including covenants limiting the ability of the Borrowers and their subsidiaries to, among other things, dispose of assets, effect certain mergers, incur debt, grant liens, pay dividends and distributions on their capital stock, make investments and acquisitions, and enter into transactions with affiliates, in each case subject to customary exceptions for a loan facility of this size and type.
The events of default under the Loan Agreement include, among others, payment defaults, material misrepresentations, breaches of covenants, cross defaults with certain other material indebtedness, bankruptcy and insolvency events, and judgment defaults. The occurrence of an event of default could result in the acceleration of the Borrowers' obligations under the Loan Agreement, the termination of the Lenders' commitments, a 5.0% increase in the applicable rate of interest and the exercise by the Lender of other rights and remedies provided for under the Loan Agreement.
The foregoing description of the Loan Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Loan Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
On
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information related to the Loan Agreement set forth in Item 1.01 above is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 10.1* Loan and Security Agreement, dated as ofOctober 27, 2022 , amongOxford Finance LLC , as collateral agent, the lenders from time to time party thereto,ALX Oncology Inc. ,Alexo Therapeutics International , and Sirpant Therapeutics, each as a borrower, andALX Oncology Holdings Inc. , as guarantor 99.1 Press Release issued by the Company datedOctober 31, 2022 104 Cover Page Interactive Data File (formatted as Inline XBRL)
* Certain confidential information contained in this document, marked by [***], has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type of information that the registrant treats as private or confidential.
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