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AXOGEN, INC. (NASDAQ:AXGN) Files An 8-K Entry into a Material Definitive Agreement

AXOGEN, INC. (NASDAQ:AXGN) Files An 8-K Entry into a Material Definitive AgreementItem 1.01Entry into a Material Definitive Agreement.

The continued growth of AxoGen Corporation (“AC”), a Delaware corporation and wholly owned subsidiary of AxoGen,Inc. (“Inc.”) (collectively AC and Inc. are referred to herein as the “Company”), has resulted in developing an expansion plan for its corporate offices. As part of this plan, on September 20, 2018 AC provided to SNH Medical Office Properties Trust, a Maryland real estate investment trust, (“SNH”) a countersigned letter agreement that resulted in a Current Premises Election Notice (the “Notice”).AC and SNH are parties to that certain lease dated as of February 6, 2007, as amended (the “Lease”) to which AC leases its 11,761 square foot corporate headquarters facility in Alachua, Florida (the “Current Premises”). The Notice exercised AC’s right and option under the Lease to extend the Current Premises Term (as defined in the Lease)until October 31, 2021. A Fourth Amendment to Lease between AC and SNH was executed on March 16, 2016 that expanded the Current Premises by 7,050 square feet and terminates June 2021. As a result of the Notice and terms of the Fourth Amendment to Lease, AC’s corporate headquarter space in Alachua, Florida continues through at least the second quarter of 2021.

The foregoing summary of the material terms of the Notice is qualified in its entirety by reference to the full text of the Notice, which is attached hereto as Exhibit10.1 and incorporated herein by reference.

AC does not believe that it can satisfy its expected space requirements at the current headquarters in Alachua, Florida.As a result, AC has pursued additional expansionspace byentering into the Heights Union Lease (as such term is defined below) relating to the lease by the Company in Tampa, Florida. The Companyis pursuing additional lease space in Tampa, Florida to satisfy it’s space requirements while the Heights Union Premises are constructed.

Heights Union Lease

On September 20, 2018 (the “Heights Union Lease Effective Date”), the Company entered into a conditional agreement for the lease of certain office space (the “Heights Union Lease”) with Heights Union, LLC, a Florida limited liability company (“Heights Union”) to lease 75,000 square feet (the “Heights Union Premises”) of a 150,051 square foot office building that Heights Union intends to construct and complete on or before February 15, 2020, on an area of land in Tampa, Florida (the “Site”). to the Heights Union Lease, AC will use the Heights Union Premises for general office, medical laboratory, training and meeting purposes. Heights Union is expected to become the fee simple owner of the Site within sixty (60) days of the Heights Union Lease Effective Date.The Company has a termination right if Heights Union does not become the fee simple owner of the Site within such timeframe andwill be paid by Heights Union its actual expenses incurred in negotiating the Heights Union Lease to a maximum of $100,000.

The Heights Union Lease has a term of approximately fourteen (14)years (or 168 months) from the later of: (1) the date of Substantial Completion (as defined in the Heights Union Lease) of the Heights Union Premises; or (2) the date of substantial construction of the parking garage servicing the Heights Union Premises (the “Heights Union Lease Original Term”). It is currently anticipated that the Heights Union Lease Original Term will commence February 15, 2020. The Company’s rental cost of the Heights Union Premises during the Heights Union Lease is as follows:

LeasePeriod

AnnualBaseRent PerSquareFoot

AnnualBaseRent

MonthlyInstallment

Months 1-7

$0.00

$0.00

$0.00

Months 8-12

$32.00

$2,400,000

$200,000.00

Months 13-24

$32.80

$2,460,000

$205,000.00

Months 25-36

$33.62

$2,521,500

$210,125.00

Months 37-48

$34.46

$2,584,500

$215,375.00

Months 49-60

$35.32

$2,649,000

$220,750.00

Months 61-72

$36.21

$2,715,750

$226,312.50

Months 73-84

$37.11

$2,783,250

$231,937.50

Months 85-96

$38.04

$2,853,000

$237,750.00

Months 97-108

$38.99

$2,924,250

$243,687.50

Months 109-120

$39.96

$2,997,000

$249,750.00

Months 121-132

$40.96

$3,072,000

$256,000.00

Months 133-144

$41.99

$3,149,250

$262,437.50

Months 145-156

$43.04

$3,228,000

$269,000.00

Months 157-168

$44.11

$3,308,250

$275,687.50

The Company is also obligated to pay for certain taxes, insurance and operating costs for the Heights Union Premises.

Heights Union shall construct the core and shell of the Heights Union Premises at its cost. In addition, Heights Union shall bear the cost of constructing the Tenant Improvements (as defined in the Heights Union Lease) up to a total cost of $70.00 per rentable square foot in the Heights Union Premises or $5,250,000 in total.

The Companyshall deliver to Heights Union a Letter of Credit (as defined in the Heights Union Lease) in an amount of $6,000,000 within thirty (30) days of the execution of the Heights Union Lease, with the amount reduced to $4,000,000 after the fifty-fifth (55th) full calendar month of the Heights Union Lease Original Term, reduced to $2,000,000 after the sixty-seventh (67th) full calendar month of the Heights Union Lease Original Term and after the seventy-ninth (79th) full calendar month of the term of the Heights Union Lease, the Letter of Credit will be reduced to the amount of $231,937.50 to be held by Heights Union for the remainder of the Heights Union Lease Original Term and the Heights Union Lease Renewal Term, if applicable.

TheCompany has an option to extend the Heights Union Lease Original Term for one (1) additional period of five (5) years, provided, however, that AC must exercise such option no later than nine (9) months prior to the expiration of the Heights Union Lease Original Term (the “Heights Union Lease Renewal Term”). Annual rent during the Heights Union Lease Renewal Term shall be equal to ninety-five percent (95%) of the then-current fair market value for comparable office buildings for comparable space, except that annual rent for the initial year of the Heights Union Lease Renewal Term shall be at least one hundred percent (50%) of the rate in effect immediately prior to the commencement of the Heights Union Lease Renewal Term.

The Company has a right of first refusal (“ROFR”) in the remaining Heights Union, providedthe Company is not then currently in default under the Heights Union Lease.In addition, exercise of a ROFRmust be done in 25,000 square foot increments and is subject to meeting certain financial covenants based on how many 25,000 square foot increments have been, or are to, be leased. If AC exercises such option and there are less than Ten (10) years remaining on the Heights Union Lease for the Heights Union Premises, then the Company’s ROFR exercise shall be contingent on AC extending the Heights Union Lease so that at least 10 (10) years remain on the Heights Union Lease for the Heights Union Premises after commencement of the Company’s lease on the space in the additional office building.

AxoGen, Inc. ExhibitEX-10.1 2 ex-10d1.htm EX-10.1 axgn_Ex10_1 EXHIBIT 10.1   SNH MEDICAL OFFICE PROPERTIES TRUST c/o The RMR Group LLC Two New ton Place 255 Washington St.,…To view the full exhibit click here

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