Item 1.01 Entry Into A Material Definitive Agreement.
Effective
The Loan Agreement provides the Company with up to
Under the terms of the new debt facility, the Lender will make loans available
in three tranches. Proceeds from the first tranche of
Under the Loan Agreement, the Company granted the Agent, for the ratable benefit of the Lenders, to secure the payment and performance in full of all of the obligations set forth in the Loan Agreement, a continuing security interest in, and pledged to the Agent, for the ratable benefit of the Lenders, the Collateral (as defined below), wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof.
For purposes of the Loan Agreement, "Collateral" means all of the Company's right, title and interest in and to the following personal property: (i) all goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, securities accounts, securities entitlements and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and (ii) all Company's Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. All defined terms used in this paragraph have the definitions attributed to such term in the Uniform Commercial Code.
As with the Prior Agreement, the Loan Agreement contains customary affirmative and negative covenants, including but not limited to certain financial covenants, protection of intellectual property rights, and the disposition of certain assets.
As an inducement to enter into the Loan Agreement, as of the Effective Date the
Company has issued to each of SVB, Innovation, and
The description of the terms of the Loan Agreement and the Warrants are qualified in their entirety by the full text of each agreement filed herewith as Exhibit 1.1, Exhibit 1.2, Exhibit 1.3 and Exhibit 1.4 and incorporated herein 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 required to be reported under this Item 2.03 is incorporated by reference from Item 1.01 of this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) The exhibits listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.
Exhibit No. Exhibit 4.1 Warrant to Purchase Stock, dated as ofJanuary 7, 2022 , by and between the Company andSilicon Valley Bank . 4.2 Warrant to Purchase Stock, dated as ofJanuary 7, 2022 , by and between the Company andSVB Innovation Credit Fund VIII, L.P. 4.3 Warrant to Purchase Stock, dated as ofJanuary 7, 2022 , by and between the Company andInnovation Credit Fund VIII-A L.P. 10.1 Amended and Restated Loan and Security Agreement, dated as ofJanuary 7, 2022 , by and among the Company,Silicon Valley Bank andSVB Innovation Credit Fund VIII, L.P. 99.1 Press Release ofLiquidia Corporation , datedJanuary 7, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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