• SEC Filings

On April 8, 2020, Spring Bank Pharmaceuticals, Inc. (the “Company”) entered into a prepayment notice and pay-off letter (the “Pay-Off Letter”) with Pontifax Medison Finance (Israel) L.P. and Pontifax Medison Finance (Cayman) L.P., as lenders (collectively, referred to as the “Lenders”), which provided for the full repayment in cash on April 8, 2020 of our $20 million senior secured credit facility (the “Loan”) to the loan and security agreement that we entered into with the Lenders and Pontifax Medison Finance GP, L.P., in its capacity as administrative agent and collateral agent for itself and the Lenders on September 3, 2019 (the “Loan and Security Agreement”). The Pay-Off Letter provides that the repayment amount will be approximately $20.3 million, which includes payment in full of all outstanding principal and accrued interest underlying the Loan and $300,000 for a prepayment fee. to the Pay-Off Letter, all of our indebtedness and obligations to the Lenders will be discharged in full, and all security interests and other liens held by the Lenders as security for the Loan will be terminated upon the Lenders’ receipt of the repayment amount. The warrant to purchase 250,000 shares of our common stock at an exercise price of $6.57 that the Company issued to the Lenders in connection with the execution of the Loan and Security Agreement has been amended and restated so that the exercise price is $2.08, which is equal to 1.5 times the average closing price of the Company’s Common Stock during the 90 days prior to the execution of the Pay-Off Letter. All other terms and conditions of the warrant remain the same. The form of Amended and Restated Warrant is filed as Exhibit 4.1 to this Current Report and is incorporated herein by reference. A detailed description of the terms and conditions of the Loan and Security Agreement appears in our Current Report on Form 8-K filed on September 4, 2019 and is incorporated herein by reference.

The information set forth in Item 1.01 regarding the Loan and Security Agreement is incorporated by reference into this Item 1.02.

On April 8, 2020, the Company used approximately $20.3 million of its existing cash resources to fund the repayment in full of the Loan from the Lenders. The Company made the decision to repay the Loan as a result of changes in the Company’s operating needs following the Company’s announcement in the first quarter of 2020 that it would discontinue the development of its hepatitis B virus (HBV) program and the cost of capital associated with the Loan. Following the full repayment of the Loan, the Company expects that its cash, cash equivalents and marketable securities will enable it to fund its operating expenses and capital expenditure requirements through the first quarter of 2022.

The information set forth in Items 1.01 and 1.02 regarding the Loan and Security Agreement and our repayment of the Loan thereunder is incorporated by reference into this Item 2.04.

On April 7, 2020, the Board of Directors of the Company (the “Board”) adopted amended and restated bylaws that became effective immediately (the “Bylaws”). Article VII of the Bylaws provides in part, that, unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933. The Bylaws are filed as Exhibit 3.1 to this Current Report on Form 8-K and are hereby incorporated by reference.

On April 7, 2020, the Board of the Company approved the appointment of Lori Firmani, the Company’s current Vice President, Finance, as the Company’s principal financial officer and principal accounting officer, effective as of April 24, 2020, which is the effective date of the resignation of Jonathan Freve as the Company’s Chief Financial Officer and Treasurer. Mr. Freve informed the Company on April 7, 2020 that he is resigning to pursue a chief financial officer opportunity at another biopharmaceutical development company.

Ms. Firmani, age 47, has served as the Company’s Vice President, Finance since January 2020 and had previously served as the Company’s Corporate Controller since January 2016. From June 2015 to January 2016, she served as the Controller of Genzyme External Manufacturing of Sanofi Genzyme., a biotechnology company. Ms. Firmani is a certified public accountant in the Commonwealth of Massachusetts and holds an MBA from Babson College and a BS in accounting from the State University of New York at Geneseo.

Ms. Firmani has no direct or indirect material interest in any transaction required to be disclosed to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended, nor are any such transactions currently proposed. There are no family relationships between Ms. Firmani and any director or executive officer of the Company.

(d) Exhibits

Spring Bank Pharmaceuticals, Inc. Exhibit
EX-3.1 2 sbph-ex31_8.htm EX-3.1 sbph-ex31_8.htm Exhibit 3.1 AMENDED AND RESTATED BY-LAWS OF SPRING BANK PHARMACEUTICALS,…
To view the full exhibit click here

About SPRING BANK PHARMACEUTICALS, INC. (NASDAQ:SBPH)

Spring Bank Pharmaceuticals, Inc. is a clinical-stage biopharmaceutical company. The Company is engaged in the discovery and development of a class of therapeutics using its small molecule nucleic acid hybrid (SMNH) chemistry platform. The Company is developing its SMNH product, SB 9200, for the treatment of viral diseases. The Company’s SB 9200 selectively activates within infected cells the cellular proteins retinoic acid-inducible gene 1 (RIG-I) and nucleotide-binding oligomerization domain-containing protein 2 (NOD2) to inhibit viral replication and to cause the induction of intracellular interferon signaling pathways for antiviral defense. It also focuses on the use of SB 9200 in other viral diseases, including respiratory syncytial virus (RSV), human immunodeficiency virus (HIV), and latency and hepatitis delta virus (HDV), conducting preclinical research of additional SMNH product candidates or compounds as antiviral therapies and conducting early-stage research programs.