Altimmune(US:ALT)2025-11-06 12:04Loan Agreement Details - Borrower has requested Lenders to make available up to four tranches of term loans totaling $125 million[33]. - The Loan Agreement was initially made on May 13, 2025, and has been amended by Amendment No. 1 as of November 5, 2025[31][2]. - Each Borrower must execute and deliver the Amendment to Lender for it to become effective[14]. - The Amendment constitutes a legal, valid, and binding obligation of the Borrower[11]. - The Loan Agreement will continue in full force and effect except as expressly amended[13]. - The maximum term loan amount is set at $125 million[98]. - The initial facility charge payable to lenders is $150,000[78]. - The company plans to draw a Term Loan Advance of $15 million on the Closing Date as part of the Tranche 1 Advance[156]. - A subsequent Term Loan Advance of $20 million is scheduled to be drawn on or before the First Amendment Effective Date as part of the Tranche 2 Advance[157]. - The company may request up to $10 million in additional Term Loan Advances under the Tranche 3 Advances, with minimum increments of $5 million[158]. - Borrower may request up to two additional Term Loan Advances in minimum increments of $5,000,000, totaling up to $80,000,000[161]. - The principal balance of each Term Loan Advance will bear interest at a floating Term Loan Interest Rate based on the Prime Rate[164]. - Borrower will pay accrued but unpaid interest on each Term Loan Advance on the first Business Day of each month, starting the month after the Advance Date[165]. - A Prepayment Charge of 3.00% applies if the principal amount is prepaid within 12 months of the First Amendment Effective Date, decreasing to 0.00% thereafter[170]. - An End of Term Charge of 6.25% will be applied to the principal amount of Term Loan Advances upon certain events, including full prepayment[171]. - In the event of a payment default, a default interest of 4% will be charged on the past due amount[168]. - The maximum aggregate outstanding Term Loan Advances shall not exceed the Maximum Term Loan Amount as defined in the agreement[162]. - Borrower must submit an Advance Request at least one Business Day before the Closing Date and five Business Days before each Advance Date[163]. - All payments under the agreement must be made without setoff or deduction, regardless of any counterclaim[166]. Borrower Obligations - Borrower must pay all reasonable and documented out-of-pocket Lender expenses incurred through the date of the Amendment[15]. - Borrower has the corporate power and authority to execute and deliver the Amendment[10]. - The execution of the Amendment has been duly authorized by all necessary corporate actions on the part of Borrower[10]. - Borrower must deliver various documents, including executed Loan Documents and a legal opinion, prior to the Closing Date to satisfy conditions for the Loan[185]. - Each Loan Party must maintain good standing and be duly organized under applicable laws to avoid a Material Adverse Effect[192]. - Borrower must ensure that no defaults exist under any material agreements or instruments related to its indebtedness[197]. - The obligations of Lenders to make the Loan are contingent upon the Borrower's compliance with all terms and conditions set forth in the Loan Documents[188]. - Borrower must use best efforts to obtain landlord and bailee consents for locations holding significant collateral[190]. - Borrower is required to provide insurance certificates and other documentation within specified timeframes post-Closing Date[190]. Compliance and Legal Matters - No Event of Default has occurred and is continuing as per Borrower's representations[9]. - The Company must comply with Anti-Corruption and Anti-Terrorism Laws, including the U.S. Foreign Corrupt Practices Act and the USA PATRIOT Act[46][47]. - A Change in Control is defined as any person or group obtaining 49% or more of the voting power for the election of directors[54]. - The Company must maintain compliance with the Employee Retirement Income Security Act (ERISA) regulations[68]. - The Company is required to provide a Compliance Certificate as part of its obligations under the Agreement[58]. - The Agreement outlines the conditions under which an Event of Default may occur, impacting the Company's obligations[69]. - Borrower and its Subsidiaries are not classified as an "investment company" under the Investment Company Act of 1940[198]. - Borrower has complied with the Federal Fair Labor Standards Act in all material respects[199]. - Borrower and its Subsidiaries have obtained all necessary consents and approvals from Governmental Authorities to continue their businesses[199]. - There are no violations of Anti-Terrorism Laws by Borrower or its Subsidiaries[200]. - None of the funds provided under the Agreement will be used for activities violating Anti-Corruption Laws or for payments to government officials[200]. Financial Definitions and Conditions - The Loan and Security Agreement includes provisions for cash proceeds from public or private sales of Qualified Equity Interests, with specific definitions for net proceeds and partnerships[43]. - The Amortization Date is set for December 1, 2027, with potential extensions based on milestone achievements[45]. - The definition of "Borrower Products" includes all products and technologies currently being developed or sold by the Company[51]. - The definition of "Equity Interests" encompasses various forms of capital stock and ownership interests in the Company[68]. - The definition of "indebtedness" includes all obligations for borrowed money and capital lease obligations[76]. - The term "material agreement" includes contracts involving amounts exceeding $10 million[95]. - Permitted Indebtedness includes up to $1,000,000 outstanding at any time secured by specific liens, and trade creditor indebtedness not exceeding $250,000[107]. - Unsecured indebtedness is capped at $500,000 at any time outstanding, with reimbursement obligations related to letters of credit not exceeding $200,000[108]. - Investments in newly-formed subsidiaries are allowed, provided they enter into a Joinder Agreement or Guaranty promptly after formation[111]. - Investments by a Loan Party in any Immaterial Subsidiary for clinical trial expenses are limited to $2,500,000 in the aggregate[111]. - Permitted Royalty Transactions can yield up to 7% of worldwide net sales or revenue in any calendar year[115]. - Transfers of assets with a fair market value not exceeding $500,000 in the aggregate are permitted in any fiscal year[116]. - Liens securing claims of materialmen and other similar persons are allowed if not delinquent or being contested in good faith[113]. - Indebtedness incurred in the ordinary course of business for netting services and overdraft protections is permitted[108]. - Investments consisting of loans to employees for purchasing equity securities are capped at $500,000 in aggregate[110]. - Extensions, refinancings, and renewals of permitted indebtedness are allowed without increasing the principal amount[108]. - The aggregate balance in the deposit account must not exceed $42,000 at any time[70].