Amedica Corporation (NASDAQ:AMDA) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On July 28, 2017, Amedica Corporation (“Amedica” or the “Company”) closed on a $2.5 million term loan (the Loan”) with North Stadium Investments, LLC (“North Stadium”), a company owned and controlled by the Company’s Chief Executive Officer and Chairman of the Board, Dr. Sonny Bal. In connection with the Loan, the Company issued to North Stadium, a Secured Promissory Note in the amount of $2.5 million (the “Note”). The Note bears interest at the rate of 10% per annum, requires the Company to make monthly interest only payments for a period of 12 months, and principal and any unpaid accrued interest are due and payable 12 months from the effective date of the Note, July 28, 2017. The Note is secured by substantially all of the assets of the Company to a security agreement between the Company and North Stadium dated July 28, 2017 (the “Security Agreement”), and is junior to the already existing security interest in such assets of the Company held by Hercules Capital, Inc. In connection with the Loan and as additional consideration for the Loan, the Company issued to North Stadium a warrant to acquire up to 660,000 common shares with a purchase price set at $0.42 per share and a 5 year term (the “Warrant”).
The issuance of the Note and the Warrant was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder based, in part, on representations made to the Company by North Stadium.
The foregoing descriptions of the Note, the Security Agreement and the Warrant summarize the material terms of such agreements but do not purport to be complete, and are qualified in their entirety by reference to each such document, filed as Exhibits attached hereto and incorporated herein by reference.
Item 2.03 Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth in Item 1.01 is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure set forth in Item 1.01 is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| 4.1 | Secured Promissory Note with North Stadium Investments, LLC |
| 4.2 | North Stadium Investments, LLC Warrant to Purchase Common Stock |
| 10.1 | Security Agreement, dated July 28, 2017, by and between the Company and North Stadium Investments, LLC. |
AMEDICA Corp ExhibitEX-4.1 2 ex4-1.htm THIS SECURED PROMISSORY NOTE IS SUBJECT TO THE TERMS AND CONDITIONS OF THAT CERTAIN SUBORDINATION AGREEMENT DATED JULY 28,…To view the full exhibit click here
About Amedica Corporation (NASDAQ:AMDA)
Amedica Corporation is a commercial biomaterial company. The Company is a vertically integrated silicon nitride orthopedic medical device manufacturer. It is focused on using its silicon nitride ceramic technology platform to develop, manufacture and sell a range of medical devices. It is also engaged in developing wear- and corrosion-resistant implant components for hip and knee arthroplasty. The Company markets its Valeo family of silicon nitride interbody spinal fusion devices in the United States, Europe and Brazil for use in the cervical and thoracolumbar areas of the spine. In addition to its silicon nitride-based spinal fusion products, it markets a line of non-silicon nitride spinal surgery products, which allows the Company to provide surgeons and hospitals with a solution for spinal procedures. Its Valeo interbody spinal fusion devices include Anterior Lumbar, Posterior Lumbar, Oblique Lumbar, Transforaminal Lumbar, Lateral Lumbar, Cervical and Corpectomy.