ConforMIS,Inc. (NASDAQ:CFMS) Files An 8-K Entry into a Material Definitive Agreement
Item1.01. Entry into a Material Definitive
Agreement.
The information set forth in Item 2.03 of this Current Report on
Form8-K is incorporated herein by reference in this Item 1.01.
Item2.03. Creation of a Direct Financial
Obligation or an Obligation under and Off-Balance Sheet
Arrangement of a Registrant.
On January6, 2017 (the effective date), ConforMIS,Inc. (the
Company) entered into a loan and security agreement (the term
loan facility) with Oxford Finance LLC (Oxford), as a collateral
agent, and the lenders party thereto from time to time (the
Lenders), to which the Lenders agreed to make term loans to the
Company for working capital and general business purposes, in a
principal amount of up to $50 million. Through the term loan
facility with Oxford, the Company initially accessed $15 million
of borrowings on January6, 2017, and an additional funding of $15
million is available to the Company, at its option, through
December2017 and an additional $20 million is available through
June2018, in each case, subject to the satisfaction of certain
revenue milestones and customary drawdown conditions.
The credit facility is secured by substantially all of the
Companys personal property other than the Companys intellectual
property. Under the terms of the credit facility, the Company
cannot grant a security interest in its intellectual property to
any other party.
The term loan under the credit facility bears interest at a
floating annual rate calculated at the greater of 30 day LIBOR or
0.53%, plus 6.47%. The Company is required to make monthly
interest only payments in arrears commencing on the second
payment date following the funding date of each term loan, and
continuing on the payment date of each successive month
thereafter through and including the payment date immediately
preceding the amortization date of February1, 2019 (subject to
extension to February1, 2020 if the Borrower draws the second
tranche of $15 million loans under the term loan facility).
Commencing on the amortization date, and continuing on the
payment date of each month thereafter, the Company is required to
make consecutive equal monthly payments of principal of each term
loan, together with accrued interest, in arrears, to the Lenders.
All unpaid principal, accrued and unpaid interest with respect to
each term loan, and a final payment in the amount of of 5.0% of
the amount of loans advanced, is due and payable in full on the
term loan maturity date. The agreement has a term of five years
and matures on January1, 2022.
At the Companys option, the Company may prepay all, but not less
than all, of the term loans advanced by the Lenders under the
term loan facility, subject to a prepayment fee and an amount
equal to the sum of all outstanding principal of the term loans
plus accrued and unpaid interest thereon through the prepayment
date, a final payment, plus all other amounts that are due and
payable, including Lenders expenses and interest at the default
rate with respect to any past due amounts.
The credit facility also includes events of default, the
occurrence and continuation of which could cause interest to be
charged at the rate that is otherwise applicable plus 5.0% and
would provide Oxford, as collateral agent with the right to
exercise remedies against us and the collateral securing the
credit
facility, including foreclosure against assets securing the
credit facilities, including the Companys cash. These events of
default include, among other things, the Companys failure to
pay any amounts due under the credit facility, a breach of
covenants under the credit facility, the Companys insolvency, a
material adverse change, the occurrence of any default under
certain other indebtedness in an amount greater than $500,000,
one or more judgments against us in an amount greater than
$500,000, a material adverse change with respect to any
governmental approval and any delisting event.
Item8.01. Other Events.
On January9, 2017, the Company issued a press release
announcing the debt financing from Oxford Finance LLC and the
filing of a shelf registration statement on FormS-3 with the
Securities and Exchange Commission. The full text of the
Companys press release is attached hereto as Exhibit99.1.
Item9.01. Financial Statements and
Exhibits.
(d)Exhibits.
|
Exhibit Number |
|
Description |
|
10.1 |
Loan and Security Agreement by and among ConforMIS,Inc. |
|
|
99.1 |
Press release dated January9, 2017 |
About ConforMIS, Inc. (NASDAQ:CFMS)
ConforMIS, Inc. is a medical technology company that uses its iFit Image-to-Implant technology platform to develop, manufacture and sell joint replacement implants. The Company’s products include iTotal CR, which is the cruciate-retaining, customized total knee replacement system to restore the natural shape of a patient’s knee; iTotal PS, which is the posterior cruciate ligament substituting, or posterior-stabilized, customized total knee replacement product to restore the natural shape of a patient’s knee; iDuo, which is the customized bicompartmental knee replacement system, and iUni, which is the customized unicompartmental knee replacement product for treatment of the medial or lateral compartment of the knee. Its iFit technology platform comprises three elements: iFit Design, iFit Printing and iFit Just-in-Time Delivery. The Company markets and sells its products in the United States, Germany, the United Kingdom, Austria, Ireland, Switzerland, Singapore and Hong Kong. ConforMIS, Inc. (NASDAQ:CFMS) Recent Trading Information
ConforMIS, Inc. (NASDAQ:CFMS) closed its last trading session up +0.06 at 8.53 with 138,890 shares trading hands.
