PDS BIOTECHNOLOGY CORP: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sale of Equity Securities, Other Events, Financial Statements and Exhibits (form 8-K)

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Item 1.01 Entry Into a Material Definitive Agreement.

Venture Loan and Security Agreement

We August 24, 2022, PDS Biotechnology Corporation (the “Company”), as borrower (the “Borrower”), entered into that certain Venture Loan and Security Agreement (the “Loan and Security Agreement”) by and among Borrower, PDS Operating Corporationas 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 “loan party“), the persons party thereto from time to time as lenders (collectively, the “Lenders”), and Horizon Technology Finance Corporation, as a lender and collateral agent for itself and the other Lenders (in such capacity, the “Collateral Agent” ).

Term loan Amounts. The Loan and Security 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”) (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 shall be made available to Borrower upon entering into the Loan and Security Agreement. Loan E and Loan F are uncommitted Loans that may be advanced by the Lenders upon their discretion prior to July 31, 2023 upon the satisfaction by Borrower and Guarantor of certain agreed upon conditions precedents. Borrower may only use the proceeds of the Loans for working capital or general corporate purposes.

Maturity. Each Loan matures on the forty-eight (48)-month anniversary following the applicable Funding Date (defined as any date on which a Loan is made to or on account of the Borrower under the Loan and Security Agreement) (the “Maturity Date” ) unless accelerated pursuant to agreed upon events of default. All amounts outstanding under each Loan will be due and payable upon the earlier of the Maturity Date or the acceleration of the loans and commitments upon an event of default.

Interest Rate. The principal balance of each Loan bears a floating interest. The interest rate is calculated initially and, thereafter, each calendar month as the sum of (a) the per annum rate of interest from time to time published in The Wall Street Journal as contemplated by the Loan and Security Agreement, or any successor publication thereto, as the “prime rate” then in effect, plus (b) 5.75%; provided that, in the event such rate of interest is less than 4.00%, such rate shall be deemed to be 4.00% for purposes of calculating the interest rate. Interest is payable on a monthly basis based on each Loan principal amount outstanding the preceding month.

Amortization. Each Loan shall commence amortization upon the date set forth on the promissory note executed in connection with the respective Loan, upon which the Borrower is required to commence making equal payments of principal plus accrued interest on the outstanding principal amount of the respect Loan (the ” Loan Amortization Date”), and continuing thereafter on the first business day of each calendar month through the Maturity Date.

Prepayment Premium. The Borrower may, at its option upon at least ten (10) business days’ written notice to the Lenders, prepay all (and not less than all) of the outstanding Loan by simultaneously paying to each Lender an amount equal to (i) any increased 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 on or before the date that is 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 Loan Amortization Date but prior to the stated Maturity Date applicable to such Loan, one percent (1%) of the then outstanding principal balance of such Loan; plus (iii) the outstanding principal balance of such Loan; plus (iv) all other sums, if any, that shall have become due and payable hereunder. No prepayment premium will be applied to any outstanding balance of any Loan paid on the stated Maturity Date.

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Security. The Borrower’s obligations are secured by a security interest in all of the Loan Parties’ respective rights, title, interests, claims and demands in, to and under all of the Loan Parties respective properties and other assets, subject to limited exceptions and excluding the Loan Parties’ intellectual property.

Covenants; Representations and Warranties; Other Provisions. The Loan and Security Agreement contains customary representations, warranties and covenants, including covenants by the Loan Parties limiting additional indebtedness, liens, including on intellectual property, guarantees, mergers and consolidations, substantial asset sales, investments and loans, certain corporate changes, transactions with affiliates and fundamental changes.

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

Warrants

In connection with the entry into the Loan and Security 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 Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

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

Item 8.01 Other Events.


We August 24, 2022, the Company issued a press release regarding the Loan and Security 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 Exhibits.

Exhibit No. 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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