UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry into a Material Definitive Agreement.
2021 Term Loan Amendment and Partial Repayment
On December 31, 2021 (Effective Date), Biodesix, Inc. (the Company) entered into the Consent and Second Amendment to Loan and Security Agreement (Second Amendment) by and between Silicon Valley Bank, a California corporation (SVB or Lender) and the Company, as borrower, whereby subject to the terms and conditions of the Second Amendment, certain restrictive financial covenants were modified.
The modification of key terms under the Second Amendment to our $30 million 2021 Term Loan include the following:
Item 8.01. Other Events.
On December 30, 2021, the Company raised approximately $16.3 million in gross proceeds from the sale of 3,756,994 common shares in an at-the-market offering in order to, among other things, fund the partial repayment of the 2021 Term Loan.
The Company issued a press release announcing the sale of common shares under an at-the-market offering and the execution of the Second Amendment to the Loan and Security Agreement and subsequent partial repayment of the outstanding principal under the 2021 Term Loan, which provides the Company additional financial flexibility over the near term to advance its strategic growth objectives. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information furnished pursuant to this Item 8.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such document or filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
No. |
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Exhibit |
10.40 |
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99.1 |
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Press Release issued by Biodesix, Inc. dated January 4, 2022 |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: January 4, 2022 |
BIODESIX, INC. |
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By: |
/s/ Robin Harper Cowie |
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Name: |
Robin Harper Cowie |
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Title: |
Chief Financial Officer |
EXHIBIT 10.40
CONSENT AND SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT
This CONSENT AND SECOND AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of December 31, 2021, by and between SILICON VALLEY BANK, a California corporation (“Bank”) and BIODESIX, INC., a Delaware corporation (“Borrower”).
RECITALS
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:
Agreement shall apply only with respect to the January 2022 Integrated Earnout Payment (and shall not apply to any additional earnout payments that may be due and owing under the terms of the Integrated Diagnostics APA). Bank’s agreement to the Consent (a) in no way shall be deemed an agreement by Bank to consent or otherwise waive Borrower’s compliance with the above-referenced sections as of any other date, and (b) shall not limit or impair the Bank’s right to demand strict performance of such sections as of all other dates.
“(i) Voluntary Prepayment. On or prior to the Second Amendment Effective Date, Borrower shall prepay Twenty Million Dollars ($20,000,000) of the outstanding principal balance of the Term Loan Advance as of such date; provided that, for the avoidance of doubt, (A) such prepayment shall include the application of the Term Loan Cash Collateral pursuant to Section 6.14 and (B) no Prepayment Fee shall apply to such prepayment. After such prepayment, Borrower shall have the option to prepay all, but not less than all, of the remaining outstanding principal balance of the Term Loan Advance, provided Borrower (A) delivers written notice to Bank of its election to prepay the remaining outstanding principal balance of the Term Loan Advance at least five (5) Business Days prior to such prepayment, and (B) pays, on the date of such prepayment (w) all remaining outstanding principal due hereunder with respect to the Term Loan Advance, plus accrued and unpaid interest thereon, (x) the Prepayment Fee, if applicable, (y) the Final Payment, and (z) all other sums, if any, that shall have become due and payable hereunder with respect to the Term Loan Advance, including interest at the Default Rate with respect to any past due amounts.”
“(a) Prepayment Fee. The Prepayment Fee, when due hereunder; provided that (i) the Prepayment Fee shall be deemed to be automatically waived by Bank if the Term Loan Advance is refinanced with another credit facility from Bank, (ii) the Prepayment Fee shall be deemed to be automatically waived if Borrower delivers evidence to Bank confirming that Borrower has, during the period commencing on January 1, 2022 to and including March 31, 2022, received net cash proceeds in an aggregate amount not less than Thirty Million Dollars ($30,000,000) from the sale of Borrower’s debt or equity securities to investors or the incurrence of Subordinated Debt, and (iii) Bank hereby agrees to waive Borrower’s payment of that portion of the Prepayment Fee that would otherwise by due and owing to Bank in connection with the prepayment by Borrower of Twenty Million Dollars ($20,000,000) of the Term Loan Advance on or prior to the Second Amendment Effective Date; and
(b) Final Payment. The Final Payment, when due hereunder; provided that Bank hereby agrees to defer payment of that portion of the Final Payment that would otherwise by due and owing to Bank in connection with the prepayment by Borrower of Twenty Million Dollars ($20,000,000) of the Term Loan Advance on or prior to the Second Amendment Effective Date until the earliest to occur of (a) the Term Loan Maturity Date, (b) the acceleration of the Term Loan Advance, or (c) the prepayment of the remaining principal balance of the Term Loan Advance pursuant to Section 2.2.1(c).”
“(f) Annual Audited Financial Statements. As soon as available, but in any event within five (5) Business Days following the date Borrower is required to file its Form 10-K with the SEC (commencing with the fiscal year ending December 31, 2021), a consolidated balance sheet of Borrower as at the end of such fiscal year, and the related consolidated statements of income or operations, equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year (commencing with the fiscal year ending December 31, 2022), all in reasonable detail and prepared in accordance with GAAP, together with an opinion on the financial statements from an independent certified public accounting firm of nationally recognized standing, which opinion shall not, except for the opinion delivered in connection with the fiscal year ending December 31, 2021, be subject to any “going concern” or like qualification or exception as to the scope of such audit (provided that to the extent the components of such consolidated financial statements relating to a prior fiscal period are separately audited by different independent public accounting firms, the audit report of any such accounting firm may contain a qualification or exception as to scope of such consolidated financial statements as they relate to such components) (the “Annual Financial Statements”);”
“6.7 Financial Covenants.
not less than 0.95:1.00.
“6.14 Cash Collateralization. As agreed by Borrower and Bank on the First Amendment Effective Date, upon the sum of Borrower’s unrestricted cash and Cash Equivalents maintained in Borrower’s Collateral Accounts at Bank falling below Forty Million Dollars ($40,000,000) on December 1, 2021 (the “Collateralization Trigger”), Bank transferred to the Pledged Account an amount of cash equal to Fifteen Million Dollars ($15,000,000) (the “Term Loan Cash Collateral”) to cash collateralize the Secured Obligations. Borrower hereby agrees that on or prior to the Second Amendment Effective Date, Bank shall apply the full amount of the Term Loan Cash Collateral to partially prepay the Term Loan Advance in accordance with Section 2.1.1.”
“Prepayment Fee” means a fee due upon prepayment (whether voluntary or otherwise) of the Term Loan Advance equal to (a) Three Hundred Thousand Dollars ($300,000) if the prepayment is made prior to the first (1st) anniversary of the Effective Date, (b) Two Hundred Thousand Dollars ($200,000) if the prepayment is made on or after the first (1st) anniversary of the Effective Date but prior to the second (2nd) anniversary of the Effective Date, (c) One Hundred Thousand Dollars ($100,000) if the prepayment is made on or after the second (2nd) anniversary of the Effective Date but prior to October 19, 2025, or (d) Zero Dollars ($0) if such prepayment occurs at any time thereafter.
“Second Amendment Effective Date” is December 31, 2021.
hereto.
“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” (Emphasis added.)
follows:
[Signature page follows.]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.
BANK: |
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BORROWER: |
SIICON VALLEY BANK |
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BIODESIX, INC. |
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By: /s/ KRISTINE ROHMER |
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By: /s/ ROBIN HARPER COWIE |
Name: Kristine Rohmer |
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Name: Robin Harper Cowie |
Title: Director |
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Title: Chief Financial Officer |
[Signature Page to Consent and Second Amendment to Loan and Security Agreement]
EXHIBIT B
COMPLIANCE STATEMENT
TO: SILICON VALLEY BANK Date: FROM: BIODESIX, INC.
Under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”): Borrower is in compliance in all material respects for the period ending
with all required covenants except as noted below. Attached are the required documents evidencing such compliance, setting forth calculations prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement.
Please indicate compliance status by circling Yes/No under “Complies” column.
Reporting Covenants |
Required |
Complies |
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Quarterly financial statements with Compliance Statement |
Within 5 Business Days following the date Borrower is required to file its Form 10-Q |
Yes |
No |
Annual financial statements (CPA Audited) |
Within 5 Business Days following the date Borrower is required to file its Form 10-K |
Yes |
No |
A/R & A/P Agings and a Detailed Listing of Borrower’s Account Debtors |
Monthly within 10 Business Days |
Yes |
No |
Inventory Reports |
Monthly within 30 days |
Yes |
No |
10-Q, 10-K and 8-K |
Within 5 Business Days after filing with SEC |
Yes |
No |
Board approved projections |
Within 75 days after FYE, or, if earlier, the 7th Business Day following approval by the Borrower’s board of directors, and within seven (7) Business Days of any material updates/amendments thereto |
Yes |
No |
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Financial Covenants |
Required |
Actual |
Complies |
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Minimum Liquidity Ratio (maintain at all times) |
0.95:1.0 |
:1.0 |
Yes No |
Minimum Revenue (measured on a trailing three (3) month basis for the quarter ending March 31, 2022 and trailing six (6) month basis thereafter) (tested quarterly) |
See Schedule 1 |
$ |
Yes No |
Other Matters
Have there been any amendments of or other changes to the capitalization table of Borrower and to the Operating Documents of Borrower or any of its Subsidiaries? If yes, provide copies of any such amendments or changes with this Compliance Statement.
Yes No
The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Compliance Statement.
The following are the exceptions with respect to the statements above: (If no exceptions exist, state “No exceptions to note.”)
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Schedule 1 to Compliance Statement
In the event of a conflict between this Schedule and the Agreement, the terms of the Agreement shall govern.
Dated:
Actual:
Is line E greater than 0.95:1.00?
___ No, not in compliance ___ Yes, in compliance
Required: (A) (i) if Borrower delivers evidence to Bank confirming that Borrower has, in the month of December 2021, received net cash proceeds in an aggregate amount not less than Fourteen Million Dollars ($14,000,000) from the sale of Borrower’s equity securities to investors, 75% of board approved projections for March 31, 2022 and (ii) otherwise, 80% of board approved projections for March 31, 2022; and (B) 75% of board approved projections for all periods thereafter
Actual:
A. Borrower’s revenue (determined in accordance with GAAP) measured on a trailing 3- month basis for the quarter ending March 31, 2022 and on a trailing 6-month basis for all quarters ending after March 31, 2022. $_____
Is line A equal to or greater than the required revenue set forth above for the corresponding measuring period?
___ No, not in compliance ___ Yes, in compliance
Exhibit 99.1
Biodesix Strengthens Financial Position with Equity Issuance and Amendment to Term Loan
Approximately $16.3 million in Common Shares Sold Under At-the-market Agreement Used to Offset Prepayment of Debt
Second Amendment to $30 Million Term Loan Provides Additional Financial Flexibility for Growth
BOULDER, CO, January 4, 2022 – Biodesix, Inc. (Nasdaq: BDSX), a leading data-driven diagnostic solutions company with a focus in lung disease, announced the sale of 3,756,994 common shares on December 30, 2021 in an at-the-market offering that raised approximately $16.3 million in gross proceeds to fund repayment of its existing term loan.
In addition, the Company entered into a Second Amendment to its $30 million 2021 Term Loan (“Second Amendment”) on December 31, 2021, which includes modifications to certain restrictive financial covenants to provide the Company additional financial flexibility over the near term to advance its strategic growth objectives.
The key terms under the Second Amendment to our $30 million 2021 Term Loan include the following:
“We are pleased to complete this equity sale and amendment to our term loan that puts Biodesix in a better position to execute on our strategy,” said Scott Hutton, CEO of Biodesix. “The sale of additional equity demonstrates the continued investor confidence and belief in the importance of our product offering and pipeline, and enhances our execution efforts in scaling the business through a larger sales force. In addition, the terms of the Second Amendment to the Term Loan enhances our balance sheet and our ability to successfully implement the next stage of our growth objectives.”
About Biodesix
Biodesix is a leading data-driven diagnostic solutions company with a focus in lung disease. The Company develops diagnostic tests addressing important clinical questions by combining multi-omics through the power of artificial intelligence. Biodesix is the first company to offer eight non-invasive tests for patients with lung diseases. The blood based Nodify Lung® nodule risk assessment testing strategy, consisting of the Nodify XL2® and the Nodify CDT® tests, evaluates the risk of malignancy in incidental pulmonary nodules, enabling physicians to better triage
patients to the most appropriate course of action. The blood based IQlung strategy for lung cancer patients integrates the GeneStrat® targeted test, the GeneStrat NGS test and the VeriStrat® test to support treatment decisions across all stages of lung cancer with results in 36-72 hours, expediting time to treatment. Biodesix also leverages the proprietary and advanced Diagnostic Cortex® AI (Artificial Intelligence) platform, to collaborate with many of the world’s leading biotechnology and pharmaceutical companies to solve complex diagnostic challenges in lung disease. Biodesix launched the SARS-CoV-2 ddPCR test, the Platelia SARS-CoV-2 Total Ab, and the cPass SARS-CoV-2 Neutralization Antibody test (cPass Neutralization Test Kit, GenScript, Inc,) in response to the global pandemic and virus that impacts the lung and causes COVID-19. For more information about Biodesix, visit biodesix.com.
Note Regarding Forward-Looking Statements
This press release may contain forward-looking statements that involve substantial risks and uncertainties for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. All statements contained in this press release other than statements of historical fact, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “plan,” “expect,” “predict,” “potential,” “opportunity,” “goals,” or “should,” and similar expressions are intended to identify forward-looking statements. Such statements are based on management’s current expectations and involve risks and uncertainties. Actual results and performance could differ materially from those projected in the forward-looking statements as a result of many factors. Biodesix has based these forward-looking statements largely on its current expectations and projections about future events and trends. These forward-looking statements are subject to a number of risks, uncertainties and assumptions. Forward-looking statements may include information concerning the impact of the COVID-19 pandemic on Biodesix and its operations, it is possible or assumed future results of operations, including descriptions of its revenues, profitability, outlook and overall business strategy. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Factors that could cause actual results to differ materially from those contemplated in this press release can be found in the Risk Factors section of Biodesix’s most recent annual report on Form 10-K, filed March 16, 2021 or subsequent quarterly reports on Form 10-Q during 2021, if applicable. Biodesix undertakes no obligation to revise or publicly release the results of any revision to such forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. All forward-looking statements are qualified in their entirety by this cautionary statement.
Contacts:
Media:
Bobbi Coffin
(303) 892-3203
Investors:
Chris Brinzey
(339) 970-2843