Section 1.01. Conclusion of a significant definitive agreement.
Summary
On November 21, 2022, Biodesix, Inc. (the Company) has financed and/or entered into various financing transactions, including: (i) a term loan facility of up to $50.0 millionwith funding from $30.0 million and the issuance of warrants exercisable into 3,000,000 ordinary shares of the Company, par value $0.001 per share (the common share) occurring on November 21, 2022 (the Financing Date), and two additional tranches of $10.0 million each subject to certain terms and conditions, including revenue milestones, (ii) a follow-on offer of common stock, and (iii) a subscription agreement to issue common stock to certain team members management of the Company. Collectively, the Company raised gross proceeds of approximately $70.7 million ($65.8 million after deduction of commissions, fees and estimated expenses to be paid). Approximately $24.0 million of the net proceeds was used to repay the Company’s outstanding debt and the remaining proceeds of approximately $41.8 million will be used for commercial expansion of sales, supporting the Company’s product portfolio, research and development and for general corporate purposes. The following sections will provide a more detailed description of each of the transactions described above. Each of the strategic initiatives described above is detailed below.
Overview of Perceptive’s Term Loan Facility
On November 16, 2022 (the Closing Date), the Company entered into a Credit and Guarantee Agreement (the Credit Agreement) with Perceptive Credit Holdings IV, LP as lender and administrative agent (the Lender). The Credit Agreement provides for a senior secured deferred draw term loan facility with Perceptive Advisors LLC (Perceptive), in an aggregate principal amount of up to $50.0 million (the Perceptive Term Loan Facility). The initial financing of Perceptive’s term loan facility was subject to a capital increase of at least $30.0 million of the gross proceeds of an issue of common shares of the Company. As of the Funding Date, the Company has raised approximately $40.3 million as gross proceeds from the sale of ordinary shares (see “Tender Offers and Subscription Agreements” below, together share offers). The Tranche A Loan, for a total amount of up to $30.0 million (the Tranche A Loan), was funded under Perceptive’s Term Loan Facility substantially concurrently with the closing of the issuances of securities on the Funding Date. In addition to the Tranche A Loan, the Perceptive Term Loan Facility includes an additional Tranche B Loan, in an aggregate amount of up to $10.0 millionand an additional Tranche C loan, for a total amount of up to $10.0 million, which will be accessible by the Company as long as the Company satisfies certain usual conditions precedent, including turnover milestones. Perceptive’s term loan facility has a maturity date of November 21, 2027 (the maturity date) and provides for an interest only period for the term of the loan, with principal due on the maturity date. The Company’s net proceeds from the Tranche A loan were approximately $27.9 millionafter deducting estimated debt issuance costs and expenses.
Substantially concurrent with the completion of the Share Offerings, the Company has fully repaid all outstanding principal, accrued and unpaid interest and any prepayment and other fees due under the current $16.0 million
promissory note with Streeterville Capital, LLC (Promissory note one) and the unpaid principal balance of $3 million under the term loan under the loan and guarantee agreement with Bank of Silicon Valley (the 2021 Term Loan) for a total amount of approximately $24.0 million.
Interest rate
The Perceptive Term Loan Facility will bear interest at an annual rate equal to the greater of (a) the forward-looking forward SOFR of one month as published by CME Group Inc. and (b) 3.0% per annum, plus an applicable margin of 9.0%.
Amortization and prepayment
On the maturity date, the Company is obligated to pay to the lender the full amount of the principal amount outstanding underlying the loan and any accrued and unpaid interest thereon. Prior to the Maturity Date, there will be no scheduled principal payments under the Perceptive Term Loan Facility. The Perceptive Term Loan Facility may be prepaid at any time, subject to a prepayment premium equal to 2% to 10% of the aggregate principal amount outstanding being prepaid, depending on the date of prepayment. .
Security Instruments and Warrants
Pursuant to a security agreement, dated as of the Financing Date (the Security Agreement), between the Company and the Lender, substantially all of the Company’s obligations under the Credit Agreement are secured by a surety of first rank enforceable on all the assets of the company. , subject to customary exceptions. . . .
Section 1.02. Termination of a Material Definitive Agreement.
On the financing date, in connection with the initial financing of Perceptive’s term loan facility and equity issuances, the Company has repaid all outstanding principal and accrued and unpaid interest together with any prepayment and other charges. the amount of $18.2 million and $5.8 million payable under the promissory note with Streeterville Capital, LLC (Promissory Note One) and the Loan and Security Agreement with Bank of Silicon Valley (the 2021 Term Loan), respectively. Simultaneously, the Company terminated the first promissory note, dated May 9, 2022and the 2021 term loan, dated March 16, 2021, as amended. Where possible, the information declared in point 1.01 above is incorporated into this point 1.02 by reference.
Section 2.03. Creation of a direct financial obligation or an obligation under an off-balance sheet arrangement of a registrant.
To the extent applicable, information about the material terms and conditions of the credit facility agreements in Section 1.01 above are incorporated into this Section 2.03 by reference.
Section 3.02. Unrecorded sales of Equity securities
The information set forth in Section 1.01 of this Current Report on Form 8-K is incorporated by reference into this Section 3.02.
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Item 8.01. Other events.
On November 16, 2022, the Company issued a press release announcing entry into the Perceptive Term Loan Facility. A copy of the press release is provided as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On November 16, 2022, the Company has issued press releases announcing the launch and the price of the Offer. Copies of the Company’s press releases are attached hereto as Exhibits 99.2 and 99.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference in their entirety.
On November 21, 2022, the Company has published a press release announcing the closing of the Offer. A copy of the Company’s press release is attached hereto as Exhibit 99.4 to this current Report on Form 8-K and is incorporated herein by reference in its entirety.
Consistent with Policy Statement B.2 of Form 8-K, information included in this Item 8.01, including Exhibits 99.1, 99.2, 99.3, and 99.4 hereto, shall not be deemed “filed” for purposes of this Section. Section 18 of the Securities Exchange. Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the obligations of this section, and shall not be deemed incorporated by reference in any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as otherwise expressly stated by specific reference in such filing.
Section 9.01. Financial statements and supporting documents.
(d) Parts:
No. Exhibit
1.1 Underwriting Agreement, dated November 16, 2022, between Biodesix, Inc.
and William Blair & Company, L.L.C.
4.1 Form of Note, dated November 21, 2022, issued by the Company to
Perceptive Credit Holdings IV, LP. (included in Exhibit 10.1)
4.2 Warrant to Purchase Stock, dated November 21, 2022, issued by the
Company to Perceptive Credit Holdings IV, LP.
5.1 Opinion of Sidley Austin LLP
10.1 Credit Agreement and Guaranty, dated as of November 16, 2022, by and
among the Company and Perceptive Credit Holdings IV, LP.
10.2 Security Agreement, dated as of November 21, 2022, by and among the
Company and Perceptive Credit Holdings IV, LP.
10.3 Form of Subscription Agreement, dated November 31, 2022
23.1 Consent of Sidley Austin LLP (included in Exhibit 5.1)
99.1 Perceptive Funding Press Release issued by Biodesix, Inc. dated
November 16, 2022
99.2 Launch Press Release issued by Biodesix, Inc. dated November 16, 2022
99.3 Pricing Release issued by Biodesix, Inc. dated November 16, 2022
99.4 Closing Release issued by Biodesix, Inc. dated November 21, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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