On December 31, 2019, Kaleido Biosciences, Inc. (the "Company") and Cadena Bio, Inc. ("Cadena", and together with the Company, the "Borrowers") reported that it has entered into a Credit Agreement (the "Credit Agreement") with Hercules Capital, Inc. (the "Lender") (Filing, 8-K, Kaleido Biosciences, DEC 31, 2019, View Source [SID1234552682]). Under the Credit Agreement, the Lenders will extend an initial $22.5 million to the Borrowers, with the option to draw down an additional $12.5 million if certain milestones and conditions are met.
The Credit Agreement replaced the Company’s previous $15 million credit facility (the "Former Loan and Security Agreement") by and between the Company and JPMorgan Chase Bank, N.A., dated October 25, 2019. The Former Loan and Security Agreement was repaid in connection with this refinancing.
The Credit Agreement contains customary representations and warranties, events of default and affirmative and negative covenants, including, among others, covenants that limit or restrict the Borrower’s ability to, among other things, incur additional indebtedness, merge or consolidate, make acquisitions, pay dividends or other distributions or repurchase equity, make investments, dispose of assets and enter into certain transactions with affiliates, in each case subject to certain exceptions. As security for its obligations under the Credit Agreement, the Borrowers granted the Lender a first priority security interest on substantially all of the Borrowers’ assets (other than intellectual property), and subject to certain exceptions.
The facility carries a 48-month term with interest only payments on the term loan for the first 15 months, which period can be extended to up to 24 months, depending on the achievement of certain performance milestones. The Term Loan will mature in January 2024 and bears an interest rate of equal to the greater of (i) 8.95% plus the prime rate last quoted in The Wall Street Journal (or a comparable replacement rate if The Wall Street Journal ceases to quote such rate) minus 4.75% and (ii) 8.95%. The Term Loan is subject to mandatory prepayment provisions that require prepayment upon the occurrence of a Change in Control event (as defined in the Credit Agreement).
The above description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.