The information set forth in Item 2.03 of this Current Report on Form 8-K is incorporated herein by reference in this Item 1.01.

On July 6, 2020, Conformis, Inc. issued a press release announcing its selected preliminary unaudited financial results for the quarter ended June 30, 2020. A copy of such press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.

The information furnished under this Item 2.02, including the press release attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as otherwise expressly stated in such filing.

On July 1, 2020, Conformis, Inc. (the “Company”) entered into a Third Amendment (the “Amendment”) to its Loan and Security Agreement, dated as of June 25, 2019 (as previously amended, the “Loan Agreement”) with Innovatus Life Sciences Lending Fund I, LP, as collateral agent (“Innovatus”).

The Amendment, among other things, waives the trailing six-month revenue covenant milestones that apply to the quarters ending June 30, September 30 and December 31, 2020 under the Loan Agreement, reduces such milestones that apply thereafter and delays until June 25, 2021 the Company’s option to prepay all, but not less than all, of the term loans advanced under the Loan Agreement. The Amendment also increases the Company’s restricted cash covenant to $5 million commencing July 1, 2020, provided that such restricted cash covenant shall be increased to $10 million, commencing on January 1, 2021, if the Company has not satisfied certain capital raise conditions as specified in the Amendment.

Except as modified by the Amendment, all terms and conditions of the Loan Agreement remain in full force and effect. A copy of the Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

*Furnished herewith

Cautionary Statement Regarding Forward-Looking Statements

Statements in this Current Report on Form 8-K about our future expectations, plans and prospects, including statements about the anticipated impact of the novel coronavirus (COVID-19) pandemic and the actions we are taking and planning in response, the anticipated timing of our product launches, the extent to which restrictions on elective surgeries will continue to be relaxed and demand for procedures will increase, our ability to satisfy quarterly financial covenants, and our financial position and results, total revenue, product revenue, gross margin, operations and growth, as well as other statements containing the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” and similar expressions, constitute forward-looking statements within the meaning of the safe harbor provisions of The Private Securities Litigation Reform Act of 1995. We may not actually achieve the forecasts disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual financial results could differ materially from the projections disclosed in the forward-looking statements we make as a result of a variety of risks and uncertainties, including risks related to COVID-19 and the response to the pandemic; whether our cash resources will be sufficient to fund our continuing operations for the periods anticipated; risks related to our estimates and expectations regarding our revenue, gross margin, expenses, revenue growth and other results of operations, and the other risks and uncertainties described in the “Risk Factors” sections of our public filings with the Securities and Exchange Commission. In addition, the forward-looking statements included in this Form 8-K represent our views as of the date hereof. We anticipate that subsequent events and developments may cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date hereof.

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Conformis Inc Exhibit
EX-10.1 2 ex_101xinnovatusxconformis.htm EXHIBIT 10.1 Exhibit THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTTHIS THIRD AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of July 1,…
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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.