Amedica Corporation (NASDAQ:AMDA) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
Promissory Note
On October 1, 2018, in connection with the Closing, the Company entered into a Promissory Note with CTL (the “Note”), with a principal amount of $6,000,000. Provided that no event of default occurs under the terms of the Note, the Note will bear no interest prior to maturity. Monthly payments equal to $138,888.88 will be payable by CTL to the Company beginning on November 1, 2018 and on the first day of each calendar month thereafter until April 1, 2020. Beginning on May 1, 2020 and ending on October 1, 2021, CTL will be obligated to make monthly payments to the Company equal to $194,444.44. The remaining principal balance and accrued interest, if any, will be payable on October 1, 2021. Any payment that becomes due and remains unpaid for ten calendar days will be subject to an additional charge equal to the payment amount multiplied by the lesser of (i) 5% or (ii) the Maximum Rate (as that term is defined in the Note). In the event that CTL defaults on its obligations under the Note, the Company will have the right to declare the remaining principal and accrued interest under the Note immediately due and payable. CTL’s obligations under the Note are secured by a security interest in the assets acquired by CTL from Amedica and US Spine under the Purchase Agreement.
The foregoing summary of the Note does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Note, a copy of which is attached as Exhibit 10.1 to this report and is incorporated by reference herein.
Security Agreement
On October 1, 2018, in connection with the Closing, the Company entered into a Security Agreement with CTL (the “Security Agreement”), to which CTL granted the Company a security interest in the assets acquired by CTL under the Purchase Agreement to secure CTL’s obligations (i) to pay the Note and (ii) to pay or assume that certain loan made by North Stadium Investments, LLC (an entity that is controlled by Dr. B Sonny Bal, MD, who is the Company’s Chairman and Chief Executive Officer) to the Company in a principal amount of $2,500,000 (the “North Stadium Note”).
The foregoing summary of the Security Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Security Agreement, a copy of which is attached as Exhibit 10.2 to this report and is incorporated by reference herein.
Guaranty
On October 1, 2018, in connection with the Closing, the Company entered into a Guaranty with Daniel Chon (the “Guaranty”), under which Mr. Chon personally guaranteed CTL’s obligations (i) under the Note and (ii) to, to the Purchase Agreement, assume the Company’s obligations under the North Stadium Note. The guaranty will terminate upon payment in full by CTL of the North Stadium Note.
The foregoing summary of the Guaranty does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Guaranty, a copy of which is attached as Exhibit 10.3 to this report and is incorporated by reference herein.
ROFN Security Agreement
On October 1, 2018, in connection with the Closing, the Company entered into a Security Agreement Relating to Right of First Negotiation with CTL (the “ROFN Security Agreement”), which secures the Company’s obligations under the Purchase Agreement to grant CTL a right of first negotiation, coupled with a right of last refusal, in the event the Company determines to sell substantially all of its assets, its silicon nitride spinal implant manufacturing technology or its manufacturing operations. Under the ROFN Security Agreement, the Company granted CTL a security interest in the assets identified by the Purchase Agreement that are subject to the Right of First Negotiation.
The foregoing summary of the ROFN Security Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the ROFN Security Agreement, a copy of which is attached as Exhibit 10.4 to this report and is incorporated by reference herein.
Post-Closing Lien Release
The Purchase Agreement required the Company to deliver a lien release relating to a filing at the United States Patent and Trademark Office (“USPTO”). The Company did not deliver the lien release at closing, but has covenanted to deliver the lien release no later than December 1, 2018. If the Company does not deliver such lien release by December 1, 2018, Buyer may declare the Purchase Agreement and all related agreements and obligations null and void. Furthermore, in the event the Company fails to have the lien release filed by November 1, 2018, any and all amounts due to the Company under the Promissory Note shall be tolled and not become due and payable until such time as the lien release has been filed with the USPTO.
Forward-Looking Statements
Certain statements made herein that are not historical facts are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Statements based on historical data are not intended and should not be understood to indicate the Company’s expectations regarding future events. Forward-looking statements provide current expectations or forecasts of future events or determinations. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Factors that could influence the realization of forward-looking statements include the risk factors outlined in the “Risk Factors” section of our Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2018 and August 14, 2018 and in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 29, 2018. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
| Item 2.01 | Completion of Acquisition or Disposition of Assets |
The disclosure set forth in the “Introductory Note” and Item 1.01 above is incorporated into this Item 2.01 by reference.
to the terms of the Purchase Agreement, the aggregate purchase price for the Acquired Assets was approximately $10.0 million, comprised of (i) the assumption by CTL of the Company’s payment obligations under the North Stadium Note, (ii) the issuance of the Note by CTL to the Company, and (iii) an earn-out payment of up to $1.5 million if CTL achieves certain sales revenues for the Acquired Assets over the three-year period following the Closing.
The Company’s manufacture of spinal implant products that incorporate silicon nitride technology will be subject to an exclusive manufacturing arrangement described in the Purchase Agreement, which governs the Company’s manufacture of such products for CTL for ten years following the Closing. Further, the Company has agreed to pay the cost, if any, to re-sterilize and re-package select silicon nitride spinal inventories sold to CTL if the sterilization date expires prior to CTL selling the inventories to a third-party customer. Following the Closing, the Company will continue to manufacture and own all rights to silicon nitride products for other non-spinal biomedical applications and to own the patents claiming the manufacture of silicon nitride products for other non-spinal biomedical applications.
In addition, under the terms of the Purchase Agreement, within 30 days following the Closing, the Company is required to change its name from “Amedica Corporation” to a name that does not include the word “Amedica.”
The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, a copy of which is attached as Exhibit 2.1 hereto and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
EXHIBIT INDEX
AMEDICA Corp ExhibitEX-2.1 2 ex2-1.htm Exhibit 2.1 ASSET PURCHASE AGREEMENT BY AND AMONG CTL MEDICAL CORPORATION,…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.