Kadmon Holdings, Inc. (NYSE:KDMN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry Into a Material Definitive Agreement.
On March 31, 2017, Kadmon Holdings, Inc. (the Company) and the
lenders party thereto entered into Amendment No. 3 (the Third
Amendment) to the Third Amended and Restated ConvertibleCredit
Agreement, dated as of August 28, 2015 (the 2015 Credit
Agreement).Under the terms of the Third Amendment, principal
payments owed under the 2015 Credit Agreement, in the amount of
$380,000 per month, have been deferred until January 31,
2018.Additionally, the parties amended a Future Capital Raising
covenant, to which the company was required to raise $40.0
million through the sale of qualified equity interests, by
extending the time period by which the Company is required to
raise the remaining $17.0 million of capital by six months, from
June 30, 2017 to December 31, 2017.All other material terms of
the 2015 Credit Agreement remain the same.
The Third Amendment also amends certain terms of the warrants to
purchase an aggregate of 617,651 shares of the Companys common
stock issued in connection with the 2015 Credit Agreement (the
2015 Warrants). to the Third Amendment, the warrants may now only
be exercised for cash and the exercise price was reduced from
$10.20 per share to $4.50 per share. The redemption feature in
the 2015 Warrants was also amended such that the warrant holder
may demand a redemption of the warrant shares upon the occurrence
of, and during the continuance of, an event of default.Prior to
this amendment, the warrant could be redeemed by the warrant
holder at any time after the 51st month. As amended, if these
warrants are exercised, the Company will receive approximately
$2.8 million in proceeds.
The lenders party to the 2015 Credit Agreement and the Third
Amendment, or their affiliates, are significant stockholders of
the Company.In addition, Perceptive Life Sciences Master Fund
LTD, an affiliate of Perceptive Credit Holdings, L.P.,
participated in the Companys March 2017 private placement.
The foregoing summary of the Third Amendment is not complete and
is qualified in its entirety by reference to the full and
complete text of the Third Amendment, a copy of which is attached
as Exhibit 10.1 to this Current Report on Form 8-K, which is
incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance SheetArrangement of a Registrant.
The information included in Item 1.01 above is incorporated by
reference into this Item 2.03.
Item 8.01. Other Events.
On April 3, 2017, the Company issued a press release announcing
the Third Amendment. A copy of the press release is filed as
Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit No. |
Description |
|
10.1 |
Amendment # 3 to Credit Agreement, dated March31, 2017, |
|
99.1 |
Press release of Kadmon Holdings, Inc. dated April 3, |
About Kadmon Holdings, Inc. (NYSE:KDMN)
Kadmon Holdings, Inc. is an integrated biopharmaceutical company engaged in the discovery, development and commercialization of small molecules and biologics to address disease areas of various unmet medical needs. The Company is developing product candidates in a number of indications within autoimmune and fibrotic disease, oncology and genetic diseases. Its product pipeline consists of KD025, Tesevatinib and KD034. The Company’s other products include Ribasphere RibaPak, Ribasphere, Qsymia, Tetrabenazine and Valganciclovir. KD025 is an orally available, selective small molecule inhibitor of Rho-associated coiled-coil kinase 2 (ROCK2), a molecular target in multiple autoimmune, fibrotic and neurodegenerative diseases. Tesevatinib is an oral tyrosine kinase inhibitor (TKI) designed to block key molecular drivers of tumor growth, metastases and drug resistance. KD034 is the Company’s portfolio of enhanced formulations of trientine hydrochloride for the treatment of Wilson’s disease. Kadmon Holdings, Inc. (NYSE:KDMN) Recent Trading Information
Kadmon Holdings, Inc. (NYSE:KDMN) closed its last trading session down -0.03 at 3.59 with 565,734 shares trading hands.