GENMARK DIAGNOSTICS, INC. (NASDAQ:GNMK) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item 2.03.
Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant. |
Inc. (GenMark or the “Company”) and its domestic subsidiaries as
guarantors, entered into a Loan and Security Agreement (the
Agreement) with Solar Senior Capital, Ltd. (as
successor-in-interest to General Electric Capital Corporation)
and the financial institutions that are or become parties to the
Agreement as lenders (collectively, the Lenders). to the
Agreement, the Lenders have made available to GenMark (a) up to
$35,000,000 in a series of term loans and (b) a revolving loan in
the maximum amount of $5,000,000.
borrow an additional $15,000,000 to the terms of the Agreement
(Term Loan C), following GenMarks receipt of 510(k) market
clearance from the United States Food and Drug Administration for
its ePlex instrument and Respiratory Pathogen (RP) Panel. GenMark
expects to receive the proceeds from Term Loan C on June 13,
2017. Amounts borrowed under Term Loan C will accrue interest at
a rate equal to the greater of (a) 1.00% per annum and (b) the
per annum rate published by the Board of Governors of the Federal
Reserve System in Federal Reserve Statistical Release H.15
entitled “Selected Interest Rates” under the heading “U.S.
Government Securities/Treasury Constant Maturities” as the three
year treasuries constant maturities rate, as of the date of
funding, plus an applicable margin between 4.95% and 5.90% per
annum based on certain criteria set forth in the Agreement.
GenMark is required to make interest payments on amounts borrowed
to Term Loan C until June 15, 2017 (the Interest-Only Period);
provided that GenMark may extend the Interest-Only Period until
August 1, 2017, and subsequently to March 1, 2018, subject in
each case to the satisfaction of certain conditions. Following
the Interest-Only Period, monthly installments of principal and
interest under Term Loan C will be due until the original
principal amount and applicable interest is fully repaid by
January 12, 2019.
Form 8-K filed by GenMark with the Securities and Exchange
Commission (the “SEC”) on January 12, 2015 is incorporated herein
by reference.
statements regarding events, trends and business prospects, which
may affect GenMarks future operating results and financial
position. Such statements, including, but not limited to, those
regarding the receipt of the proceeds from Term Loan C, are all
subject to risks and uncertainties that could cause our actual
results and financial position to differ materially. Some of
these risks and uncertainties include, but are not limited to,
the ability of the Lenders to timely fund Term Loan C under the
Agreement, and other risks and uncertainties described under the
Risk Factors in GenMarks public filings with the SEC. GenMark
assumes no responsibility to update or revise any forward-looking
statements to reflect events, trends or circumstances after the
date they are made.
the Company has received 510(k) market clearance from the United
States Food and Drug Administration for its ePlex instrument and
Respiratory Pathogen (RP) Panel. A copy of the press release is
attached hereto as Exhibit 99.1.
99.1 attached hereto, shall not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liability of that section, nor shall it
be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, or under the Securities
Exchange Act of 1934, as amended, regardless of any general
incorporation language in any such filing, unless the Company
expressly sets forth in such filing that such information is to
be considered filed or incorporated by reference therein.
Item 9.01.
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Financial Statements and Exhibits.
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Exhibit Number
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Description
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99.1
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Press release dated June 12, 2017
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About GENMARK DIAGNOSTICS, INC. (NASDAQ:GNMK)
GenMark Diagnostics, Inc. (GenMark) is a molecular diagnostics company. The Company focuses on developing and commercializing its eSensor detection technology. Its eSensor electrochemical technology detects multiple distinct biomarkers in a single sample. It sells its XT-8 instrument and related diagnostic and research tests (XT-8 system) in the United States. It has developed and intends to commercially launch its sample-to-answer ePlex instrument and its associated diagnostic tests, which it collectively refers to as its ePlex system, in Europe and the United States. It operates in the development, manufacturing, sales and support of instruments and molecular tests based on its eSensor detection technology segment. Over four of its diagnostic tests, which run on its XT-8 instrument, have received United States Food and Drug Administration clearance, including Cystic Fibrosis Genotyping Test, Warfarin Sensitivity Test, Thrombophilia Risk Test and Respiratory Viral Panel.