SAVARA INC. (NASDAQ:SVRA) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
Sixth Amendment to Hercules Loan Agreement
On April27, 2017, Savara Inc. (f/k/a Mast Therapeutics, Inc.), a
Delaware corporation (the Company), entered into an amendment
(the Sixth Amendment) to the Loan and Security Agreement, dated
August11, 2015, as amended by the First Amendment to Loan and
Security Agreement dated as of September28, 2015, the Second
Amendment to Loan and Security Agreement effective as of
December31, 2015, the Third Amendment to Loan and Security
Agreement effective as of February25, 2016, the Fourth Amendment
to Loan and Security Agreement effective as of July22, 2016, and
the Fifth Amendment to Loan and Security Agreement, dated as of
March3, 2017 (collectively, the Hercules Loan Agreement) with
Hercules Technology III, L.P. and Hercules Capital, Inc.
(formerly known as Hercules Technology Growth Capital, Inc.)
(together, Hercules).The Sixth Amendment amended the Hercules
Loan Agreement to permit certain investments in the Companys
subsidiary, Savara ApS.
The Sixth Amendment is filed herewith as Exhibit 10.1, and is
incorporated herein by reference. The foregoing description of
the Sixth Amendment does not purport to be complete and is
qualified in its entirety by reference to such exhibits.
Silicon Valley Bank Loan and Security Agreement
On April 28, 2017, the Company and its subsidiary, Aravas Inc., a
Delaware corporation (Aravas), entered into a Loan and Security
Agreement (the SVB Loan Agreement) between the Company and
Aravas, as co-borrowers, and Silicon Valley Bank, as lender (the
Lender). The effectiveness of the SVB Loan Agreement is subject
to customary closing conditions, including the payoff and
termination of the Hercules Loan Agreement.
The SVB Loan Agreement provides for a $15.0million term loan
facility. Loans may be advanced in two tranches of $7.5million
each, subject to certain conditions. Loan proceeds may be used
for general corporate purposes. The Company may prepay loans
under the SVB Loan Agreement in whole or in part at any time,
subject to a prepayment fee of 3.0% if prepaid within the first
anniversary of the closing date, 2.0% if prepaid between the
first and second anniversaries of the closing date, and 1.0%
thereafter.
The loans bear interest at the prime rate reported in The Wall
Street Journal, plus a spread of 4.25%. Interest is due and
payable in arrears monthly. Principal, together with all accrued
and unpaid interest, is due and payable on March1, 2021 (the
Maturity Date). The Company is also obligated to pay customary
closing fees and a final payment of 6.0% of the aggregate
principal amount of term loans advanced under the facility.
The obligations of the Company are secured by substantially all
of the Companys assets, excluding intellectual property and
subject to certain other exceptions and limitations.
The SVB Loan Agreement contains customary affirmative and
negative covenants, including among others, covenants limiting
the ability of the Company and its subsidiaries to dispose of
assets, permit a change in control, merge or consolidate, make
acquisitions, incur indebtedness, grant liens, make investments,
make certain restricted payments and enter into transactions with
affiliates, in each case subject to certain exceptions.
Upon an event of default, the Lender may declare the outstanding
obligations payable by the Company to be immediately due and
payable, terminate the commitments and exercise other rights and
remedies provided for under the SVB Loan Agreement. The events of
default under the SVB Loan Agreement include, among others,
payment defaults, covenant defaults, a material adverse change
default, bankruptcy and insolvency defaults, cross-defaults to
other material indebtedness, judgment defaults, and defaults
related to inaccuracy of representations and warranties. Under
certain circumstances, a default interest rate will apply on all
obligations during the existence of an event of default under the
SVB Loan Agreement at a per annum rate of interest equal to 5.0%
above the applicable interest rate.
The Lender and its affiliates have engaged in, and may in the
future engage in, banking and other commercial dealings in the
ordinary course of business with the Company or the Companys
affiliates. They have received, or may in the future receive,
customary fees and commissions for these transactions.
The foregoing description of the SVB Loan Agreement is qualified
in its entirety by reference to the full text of the SVB Loan
Agreement which the Company plans to file with its Form 10-Q for
the period ended March31, 2017.
Silicon Valley Bank Warrant Agreement
In connection with the SVB Loan Agreement, the Company will issue
two Warrants to Purchase Shares of Common Stock of the Company
(the SVB Warrants) to Silicon Valley Bank and its affiliate Life
Science Loans II, LLC, to which Silicon Valley Bank and Life
Science Loans II, LLC may each purchase up to 24,725 shares (the
Shares) of the Companys common stock, par value $0.001 per share
(the Common Stock), subject to adjustment in accordance with the
terms of the Warrant, for a per Share exercise price of $9.10.
The foregoing description of the SVB Warrants is qualified in its
entirety by reference to the full text of the SVB Warrants which
the Company plans to file with its Form 10-Q for the period ended
March 31, 2017.
Common Stock Sales Agreement
On April28, 2017, the Company entered into a Common StockSales
Agreement (the Sales Agreement) with H.C. Wainwright Co., LLC, as
sales agent (Wainwright), to which the Company may offer and
sell, from time to time, through Wainwright, shares of the
Companys common stock, par value $0.001 per share (the Shares),
having an aggregate offering price of not more than $18.0million
(the ATM Offering). The shares will be offered and sold to the
Companys shelf registration statement on Form S-3 (File
No.333-202960).
Subject to the
terms and conditions of the Sales Agreement, Wainwright will use
its commercially reasonable efforts to sell the Shares from time
to time, based upon the Companys instructions. The Company has
provided Wainwright with customary indemnification rights, and
Wainwright will be entitled to a commission at a fixed commission
rate equal to 3.0% of the gross proceeds per Share sold.
Sales of the
Shares, if any, under the Sales Agreement may be made in
transactions that are deemed to be at the market offerings as
defined in Rule 415 under the Securities Act of 1933, as amended.
The Company has no obligation to sell any of the Shares, and may
at any time suspend sales under the Sales Agreement or terminate
the Sales Agreement.
The foregoing
description of the Sales Agreement does not purport to be
complete and is qualified in its entirety by reference to the
Sales Agreement, a copy of which is filed as Exhibit 10.2 to this
Current Report on Form 8-K and incorporated herein by
reference.
This Current
Report on Form 8-K shall not constitute an offer to sell or the
solicitation of an offer to buy the Shares, nor shall there be
any offer, solicitation or sale of the Shares in any state or
country in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or country.
| Item1.02. |
Termination of Material Definitive Agreement. |
On April 27, 2017,
the Company delivered written notice to Cowen and Company, LLC
that it was terminating itsSales Agreement, dated August21, 2015
(the Cowen Sales Agreement), to Section 11(b) of the Sales
Agreement. A copy of the Cowen Sales Agreement was filed as
Exhibit 10.1 to the Companys Current Report on Form 8-K filed
with the SEC on August21, 2015.
| Item2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information
set forth under Item 1.01, Entry into a Material Definitive
Agreement, under the caption Loan and Security Agreement, is
incorporated herein by reference.
| Item8.01. | Other Events. |
The CUSIP number
for the Companys common stock changed from 80511Q 106 to
805111101.
| Item9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
|
Exhibit No. |
Description |
|
| 10.1 |
Sixth Amendment to Loan and Security Agreement, dated April27, 2017, between Mast Therapeutics, Inc., Hercules Technology III, L.P. and Hercules Capital, Inc. |
|
| 10.2 |
Common Stock Sales Agreement, dated April28, 2017, between Savara Inc. and H.C. Wainwright Co., LLC |
About SAVARA INC. (NASDAQ:SVRA)
Mast Therapeutics, Inc. is a biopharmaceutical company. The Company develops clinical-stage therapies for serious or life-threatening diseases with unmet needs. The Company focuses on developing new therapies for sickle cell disease, a chronic and genetic disorder classified as a rare, or orphan, disease in the United States of America and European Union, and for heart failure, a condition with an unmet need for treatment options. The Company’s segment is engaged in the business of developing therapies for serious or life-threatening diseases. The Company focuses on its Molecular Adhesion and Sealant Technology (MAST) platform, to develop MST-188 (vepoloxamer) Injection, its lead product candidate. The Company also develops AIR001, a sodium nitrite solution for intermittent inhalation through nebulizer. The Company’s AIR001 is in Phase II clinical development for the treatment of patients with HFpEF. SAVARA INC. (NASDAQ:SVRA) Recent Trading Information
SAVARA INC. (NASDAQ:SVRA) closed its last trading session at 8.76 with 73,189 shares trading hands.