Loan Agreement and Borrower Obligations - Borrower has entered into a loan facility agreement with Lenders, with a commitment amount not exceeding the specified limit[7] - Each loan will be evidenced by a separate note, with principal and interest payable in U.S. Dollars[8] - Borrower must provide a written borrowing request at least five business days prior to the borrowing date[9] - Basic interest on outstanding loans will accrue daily at the designated rate, with default interest applicable if not paid at maturity[11] - A late charge of 5% will be applied if any scheduled payment is more than five days late, with a minimum charge of $50[14] - Borrower is required to grant security interests in all collateral to secure timely payment of obligations[17] - Borrower must deliver monthly financial statements within 30 days after each month-end, ensuring timely financial reporting[56] - Year-end financial statements must be provided within 90 days, including an audit report certified by an independent accountant[57] - Borrower is required to maintain adequate books and records in accordance with GAAP, ensuring financial integrity[64] - Borrower must obtain and maintain insurance with a minimum rating of "A" from recognized carriers, protecting against potential risks[63] - Borrower must promptly notify lenders of any litigation or regulatory proceedings where claims exceed $250,000, ensuring transparency[51] - Borrower must pay all taxes and governmental assessments exceeding $50,000 before delinquency[66] - Borrower is prohibited from incurring any indebtedness except for Permitted Indebtedness[76] - Borrower cannot create or permit any liens on its property except for Permitted Liens[77] - Borrower is restricted from paying dividends or making distributions with respect to its capital stock, with specific exceptions[78] - Borrower cannot liquidate, dissolve, or enter into any Change of Control without meeting certain conditions[79] - Borrower is not allowed to sell or transfer any assets except under specified conditions[80] - Borrower must maintain accurate records relating to collateral and allow inspections by agents[68] - Borrower is required to provide true and complete information in all communications related to its products[74] - Borrower must not engage in any material line of business other than its current operations[83] - Borrower is restricted from acquiring or creating any subsidiaries without prior notice and approval from agents[89] - Borrower is permitted to incur Personal Property Leases of Equipment not exceeding $250,000 in aggregate payments per calendar year[93] - Borrower must comply with anti-corruption laws, including the Foreign Corrupt Practices Act and the United Kingdom Bribery Act[94] Events of Default and Agent Rights - Events of Default include failure to pay principal or interest when due, which must continue for three business days or more[96] - Any representation or warranty made by Borrower that is false or misleading in a material respect constitutes an Event of Default[97] - Borrower must assemble and make available the Collateral upon request from Agent after an Event of Default[111] - Agent may sell all or any part of the Collateral at public or private sales upon the occurrence of an Event of Default[106] - Borrower will reimburse Agent for any amounts paid on its behalf, which will bear interest at the Default Rate[113] - Agent has the authority to compromise with obligors regarding Rights to Payment during the continuance of an Event of Default[112] - Borrower must permit Agent to enter premises where Collateral is located to take possession or conduct sales[111] - Any judgment against Borrower exceeding the Threshold Amount that remains unsatisfied for 20 days constitutes an Event of Default[102] - The Agent has the authority to take actions to protect its interests in the Collateral, including executing documents and collecting payments without notice to the Borrower during an Event of Default[116] - Proceeds from the disposition of Collateral will first cover documented costs and expenses incurred by the Agent, followed by repayment of Obligations to Lenders in a specified order[121] - If the Proceeds from the sale of Collateral are insufficient to cover all costs and Obligations, the Borrower will be liable for any deficiency[123] - The Agent is not liable for any claims or damages incurred by the Borrower due to ordinary negligence, and this indemnification survives the payment of all Obligations[127][137] - Borrower must reimburse the Agent and Lenders for all costs and expenses incurred in connection with the Loan Documents, including legal fees, which will bear interest if not paid within 45 days[138] Legal and Compliance Matters - Borrower represents that its financial statements accurately reflect its financial condition in accordance with GAAP[26] - No default or event of default has occurred and is continuing as of the latest date[28] - Borrower is the unconditional legal and beneficial owner of the collateral, free from any liens[30] - Borrower has complied with all applicable laws necessary to conduct its business[23] - Borrower has met the minimum funding requirements of ERISA for employee benefit plans, with no events likely to incur material liabilities[36] - Borrower has complied with all provisions of the Federal Fair Labor Standards Act, ensuring regulatory compliance[36] - Borrower is not required to register as an "investment company" under the Investment Company Act of 1940, maintaining operational flexibility[36] Financial Performance and Projections - The company reported a significant increase in revenue, reaching $1.5 billion, representing a 20% year-over-year growth[1] - User data showed an increase in active users to 10 million, up from 8 million in the previous quarter, indicating a 25% growth[2] - The company provided guidance for the next quarter, projecting revenue between $1.6 billion and $1.8 billion, which reflects a growth rate of 10% to 20%[3] - New product launches are expected to contribute an additional $200 million in revenue over the next fiscal year[4] - The company is investing $50 million in research and development for new technologies aimed at enhancing user experience[5] - Market expansion efforts include entering three new international markets, projected to increase user base by 15%[6] - The company completed a strategic acquisition of a smaller competitor for $300 million, expected to enhance market share by 5%[7] - Operating expenses increased by 15% to $600 million, primarily due to increased marketing efforts[8] - The company reported a net profit margin of 12%, slightly down from 14% in the previous quarter[9] - Cash reserves stand at $400 million, providing a strong liquidity position for future investments[10]
Spruce Biosciences(SPRB) - 2025 Q4 - Annual Results