Synergy Pharmaceuticals Inc. (NASDAQ:SGYP) Files An 8-K Entry into a Material Definitive Agreement

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Synergy Pharmaceuticals Inc. (NASDAQ:SGYP) Files An 8-K Entry into a Material Definitive Agreement

Synergy Pharmaceuticals Inc. (NASDAQ:SGYP) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

On November21, 2018, Synergy Pharmaceuticals Inc. (the “Company”) and certain of its subsidiaries entered into a Limited Forbearance Agreement (the “Forbearance Agreement”) with CRG Servicing LLC, as administrative agent and collateral agent and the lenders party thereto (collectively, the “Lenders”) with respect to the Company’s Term Loan Agreement dated as of September1, 2017 (as amended, modified or otherwise supplemented from time to time, the “Term Loan Agreement”) with the Lenders.

to the Forbearance Agreement, the Lenders have agreed to temporarily forbear from exercising their respective rights and remedies in connection with a default relating to the Term Loan Agreement for the period commencing on November20, 2018 and ending on the earlier to occur of (i)December5, 2018 (11:59 p.m.Central time) and (ii)the occurrence of any additional default or Event of Default (as defined in the Term Loan Agreement) other than a Liquidity Covenant Default (as defined in the Forbearance Agreement) under the Term Loan Agreement. The default covered under the Forbearance Agreement is the failure to maintain an Average Market Capitalization (as defined in the Term Loan Agreement), calculated on a trailing five (5)trading day basis, in an amount equal to at least 200% of the aggregate outstanding principal amount of the term loan (the “Default”). to the Forbearance Agreement, the Company acknowledged and agreed that the Default occurred no later than October30, 2018 and has continued to date, and the Lenders acknowledged, confirmed and agreed that they waived the Default through and including November20, 2018.

The foregoing is a summary of the material terms of the Forbearance Agreement. Investors are encouraged to review the entire text of the Forbearance Agreement, a copy of which is filed as Exhibit10.1 to this report and incorporated herein by reference.

Item 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The information included or incorporated by reference in Item 1.01 of this Current Report on Form8-K is incorporated by reference into this Item 2.04.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November21 2018, the Company entered into a separation agreement (the “Agreement”) with Dr.Patrick Griffin, the Company’s Chief Medical Officer, to which, among other things, in exchange for an executed general release from Dr.Griffin, Dr.Griffin agreed to provide up to 7.9 hours a week of consulting services to the Company during the period from November21, 2018 to January21, 2019 and the Company shall pay Dr.Griffin $100,000, plus $500 per hour for each hour of consulting services so provided (the “Hourly Fee”). Additionally, the Company agreed to pay Dr.Griffin $329,525 in consideration of his execution and non-revocation of the Agreement (the “2019 Severance Amount”). Payment of such amount will be made in equal quarterly installments of $82,381.25 on the last day of each calendar quarter in 2019, subject to earlier payment in full immediately upon the occurrence of a change in control event that satisfies the requirements of Treasury

Regulation 1.409A-3(i)(5)(v), (vi)or (vii). Any 2019 Severance Amount payable shall be offset, dollar for dollar, by any amounts of the Hourly Fee that have been paid prior to such payment. In consideration of the Company’s obligations under the Agreement, Dr.Griffin released all rights and claims, known or unknown, against the Company, its affiliates, their successors and assigns, and their respective officers, directors, employees and representatives, arising through the date Dr.Griffin executed the Agreement, related to Dr.Griffin’s employment or termination of employment with the Company, or arising under any agreement with the Company or the other releasees.

The foregoing description of the Agreement is not intended to be complete and is qualified in its entirety by reference to the Agreement, a copy of which will be filed as an exhibit to the Company’s annual report on Form10-K for the year ended December31, 2018.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


SYNERGY PHARMACEUTICALS, INC. Exhibit
EX-10.1 2 a18-40620_1ex10d1.htm EX-10.1 Exhibit 10.1   Execution Version   LIMITED FORBEARANCE AGREEMENT   This LIMITED FORBEARANCE AGREEMENT is made as of November 21,…
To view the full exhibit click here

About Synergy Pharmaceuticals Inc. (NASDAQ:SGYP)

Synergy Pharmaceuticals Inc. (Synergy) is a biopharmaceutical company focused on the development and commercialization of gastrointestinal (GI) therapies. The Company’s GI platform includes two lead product candidates: plecanatide and dolcanatide. It is engaged in the discovery, research and development involving uroguanylin analogs for the treatment of functional GI disorders and inflammatory bowel disease. Plecanatide is the Company’s uroguanylin analog being evaluated for use as a once-daily tablet for two functional GI disorders, chronic idiopathic constipation (CIC) and irritable bowel syndrome with constipation (IBS-C). Plecanatide is a 16-amino acid peptide that is structurally identical to uroguanylin with the exception of a single amino acid change. Dolcanatide is also its uroguanylin analog being explored for inflammatory bowel disease (IBD). Dolcanatide is designed to be an analog of uroguanylin with resistance to standard digestive breakdown by proteases in the intestine.