MEIRAGTX HOLDINGS PLC: Entering into a Material Definitive Agreement, Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sale of Equity Securities, Other Events, Statements financials and exhibits (Form 8-K)

Item 1.01. Conclusion of a significant definitive agreement.

On August 2, 2022 (the “Closing Date”), MeiraGTx Holdings plc (the “Company”) and its wholly owned subsidiaries MeiraGTx UK II Limitedcompany incorporated in England and Wales (“MeiraGTx UK II”), and MeiraGTx Ireland DAC, a company limited by shares incorporated in Ireland (“MeiraGTx Ireland”, and with MeiraGTx UK II, the “Subsidiary Guarantors”), has entered into a senior secured financing agreement (the “Financing Agreement”) by and between the Company, the Subsidiary Guarantors, the Lenders and other parties from time to time parties to this one and Perceptive Credit Holdings III, LPas administrative agent and lender (“Perceptive”).

The financing agreement provides for a first $75 million term loan (the “Initial Loan”), and the Company may request between the Closing Date and the second anniversary of the Closing Date an additional loan $25 million term loan tranche to be made available at Perceptive’s sole discretion (the “Discretionary Loan”, together with the Initial Loan, the “Loans”). The loan can be used for working capital and general business purposes, including payment of fees and expenses associated with the financing agreement.

Loans outstanding under the financing agreement bear interest at a fluctuating annual rate equal to (a) an applicable margin of 10.00% plus (b) the guaranteed overnight rate administered by the Federal Reserve Bank of New York for a term of one month, subject to a floor of 1.00%.

In addition to paying interest under the financing agreement, the Company is also required to pay certain fees relating to the loans, including but not limited to a facility fee in the amount of 0.75 % of total original loan principal amount. , payable on the Closing Date, and 0.75% of the aggregate principal amount of the Discretionary Loan, payable on the date the Discretionary Loan is borrowed.

The obligations of the Company under the Financing Agreement are guaranteed by the London, UK and Shannon, Ireland manufacturing facilities, $3 million
the cash of the Company and the bank accounts of the Subsidiary Guarantors, and the issued and outstanding interests of the Subsidiary Guarantors. Perceptive’s security interest does not encumber any intellectual property or other cash of the Company or its subsidiaries.

The financing agreement expires on August 2, 2026 and relates only to interest during the term. The Company may prepay the loans prior to the maturity date, subject to the terms of the financing agreement, which include the payment of prepayment charges ranging from 5% to 1% in the first to third year of financing agreement, and 0% thereafter. , these charges being calculated as a percentage of the total outstanding amount of the prepaid loans and the date of such prepayment.

The Financing Agreement imposes various restrictions on the Company and the Subsidiary Guarantors, including restrictions relating to: (i) additional indebtedness, (ii) limitations on liens, (iii) limitations on certain investments, ( iv) the making of distributions, dividends and other payments, (v) mergers, consolidations and acquisitions, (vi) disposals of assets, (vii) the maintenance by the Company of at least $3 million in a WE bank account, (viii) transactions with affiliated companies, (ix) amendments to the governing documents, (x) amendments to certain contracts and leases and (xi) changes of control; however, some of these restrictions contain exceptions that allow the Company to license, sell and monetize assets in its AAV-hAQP1 program in development to treat radiation-induced xerostomia, its AAV-GAD program in development for treating Parkinson’s disease and its gene regulation platform technologies.

The Financing Agreement contains standard and customary default provisions for transactions of this type. If an Event of Default occurs and continues, Perceptive has the right to accelerate and require Company to repay all amounts outstanding under the Funding Agreement.

Ellen Hukkelhoven, Ph.D., a member of the company’s board of directors, is chief executive officer of Perceptive Advisors, LLC, a subsidiary of Perceptive. In addition, Perceptive’s affiliates hold, in aggregate, more than 10% of the Company’s outstanding shares.

Pursuant to the Financing Agreement, the Company has granted warrants (the “Warrants”) to Perceptive to purchase up to (i) 400,000 common shares of the Company at an exercise price of $15.00 per share and (ii) 300,000 ordinary shares of the Company at an exercise price of $20.00 per share (collectively, the “Warrant Shares”). Vouchers will expire on August 2, 2027 and is exercisable net at the option of the holder.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under a

           Off-Balance Sheet Arrangement of a Registrant.

The information set out in Section 1.01 regarding financial obligations under the Funding Agreement is incorporated by reference into this Section 2.03.

Section 3.02. Unrecorded sales of Equity securities.

The information included in Section 1.01 above relating to the issuance of Warrants is incorporated by reference in this Section 3.02. Warrants have been issued, and Warrant Shares will be issued (if any), on the basis of an exemption from the registration requirements of the Securities Act 1933, as amended (the ” Securities Act”), contained in Section 4(a)(2) of the Securities Act. Perceptive has stated that it is acquiring the securities for investment purposes only and not for, or for resale in connection with, sale or public distribution thereof, and appropriate legends have been or will be affixed on titles.

Article 8.01. Other events.

On August 3, 2022the Company issued a press release announcing the financing agreement, a copy of which is filed as Exhibit 99.1 herein and incorporated herein by reference.

Item 9.01 Financial statements and supporting documents.


Exhibit No.                                Exhibit Description
   99.1          Press release of MeiraGTx Holdings plc, dated August 3, 2022.

    104        Cover Page Interactive Data File (embedded within the Inline XBRL document).

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