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 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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.
On December 22, 2023, ALX Oncology Holdings Inc. (the “Company”) and its indirectly wholly-owned subsidiary, ALX Oncology Inc. (“Borrower”) entered into the Third Amendment to Loan and Security Agreement (the “Third Amendment”) by and among the Company as a guarantor, the Borrower, Oxford Finance LLC ("Oxford”), as collateral agent (“Agent”), and the lenders party thereto. The Third Amendment amends the Loan Agreement, dated as of October 27, 2022, among Agent, the lenders party thereto (the “Lenders”), Borrower, Holdings and the other guarantors party thereto (as amended, the “Loan Agreement”).
The Third Amendment amends the Loan Agreement to, among other things, (i) extend the draw period for the Term A Loans from December 31, 2023 to June 30, 2024, (ii) as a condition for the funding of any Term A Loans after the effective date of the Third Amendment, require that the Phase 2 portion of the ASPEN-06 study in gastric/gastroesophageal junction cancer either remains ongoing or the achievement of a milestone related to the development of the ASPEN-06 study, and (iii) include a contingency fee in the amount of $600,000 payable to the Lenders, in accordance with their pro rata shares, if Borrower prepays any of the loans under the Loan Agreement other than in connection with a refinancing of the Loan Agreement with the Lenders and their affiliates.
The foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the Third Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information related to the Loan Agreement set forth in Item 1.01 above is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Description |
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10.1 |
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104 |
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Cover Page Interactive Data File (formatted as Inline XBRL) |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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ALX ONCOLOGY HOLDINGS INC. |
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Date: December 26, 2023 |
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By: |
/s/ Peter Garcia |
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Peter Garcia |
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Chief Financial Officer and Secretary |
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Exhibit 10.1
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT
THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of December 22, 2023, by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 115 South Union Street, Suite 300, Alexandria, VA 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders party hereto including Oxford in its capacity as a Lender, OXFORD FINANCE CREDIT FUND II LP, by its manager Oxford Finance Advisors, LLC with an office located at 115 South Union Street, Suite 300, Alexandria, VA 22314, and SILICON VALLEY BANK, a division of First-Citizens Bank & Trust Company, with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”) (each a “Lender” and collectively, the “Lenders”), ALX ONCOLOGY INC., a Delaware corporation with offices located at 323 Allerton Avenue, South San Francisco, CA 94080 (“Borrower”), and ALX ONCOLOGY HOLDINGS INC., a Delaware corporation with offices located at 323 Allerton Avenue, South San Francisco, CA 94080 (together with each other Person party hereto as a Guarantor, individually and collectively, jointly and severally, “Guarantor”).
A. Collateral Agent, Credit Parties and Lenders have entered into that certain Loan and Security Agreement dated as of October 27, 2022, as amended by that certain Consent and First Amendment to Loan and Security Agreement dated as of December 22, 2022, as amended by that certain Second Amendment to Loan and Security Agreement dated as of May 31, 2023, and as amended herein (as so amended and as further amended, supplemented or otherwise modified from time to time, the “Loan Agreement”), pursuant to which Lenders have provided to Borrower certain loans in accordance with the terms and conditions thereof.
B. Credit Parties, Collateral Agent and the Required Lenders desire to amend certain provisions of the Loan Agreement as provided herein and subject to the terms and conditions set forth herein.
Agreement
NOW, THEREFORE, in consideration of the promises, covenants and agreements contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Credit Parties, the Required Lenders and Collateral Agent hereby agree as follows:
“(i) Subject to the terms and conditions of this Agreement, the Lenders agree, severally and not jointly, to make term loans to Borrower in an aggregate principal amount of up to Fifty Million Dollars ($50,000,000.00) to be disbursed in an amount equal to Ten Million Dollars ($10,000,000.00) on the Effective Date according to each Lender’s Term A Loan Commitment as set forth on Schedule 1.1 hereto, with the remaining amount available to be disbursed during the Term A Draw Period, in up to four (4) additional single advances according to each Lender’s Term A Loan Commitment as set forth on Schedule 1.1 hereto (such term loans on the Effective Date and thereafter are hereinafter referred to singly as a “Term A Loan”, and collectively as the “Term A Loans”). Each disbursement of Term A Loans after the Effective Date shall be in an aggregate principal amount of at least Ten Million Dollars ($10,000,000.00) and, unless the entire remaining amount of the Term A Loan Commitment will be disbursed at such disbursement, in a denomination that is a whole number multiple of Ten Million Dollars ($10,000,000.00). After repayment, no Term A Loan may be re‑borrowed. If the Term A Draw Period terminates on June 30, 2024 pursuant to clause (i) of the definition of “Term A Draw Period”, one half of any remaining amount of the Term A Loan Commitment on June 30, 2024 shall be added to the Term B Loan Commitment (such additional amount, the “Additional Term B Loan Commitment Amount”) effective as of July 1, 2024 and one half of any remaining amount of the Term A Loan Commitment on June 30, 2024 shall be added to the Term C Loan Commitment (such additional amount, the “Additional Term C Loan Commitment Amount”) effective as of July 1, 2024.”
“(c) Mandatory Prepayments. If the Term Loans are accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (ii) the Final Payment, (iii) the Prepayment Fee, (iv) the Contingency Fee (if any), plus (v) all other Obligations that are due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. Notwithstanding (but without duplication with) the foregoing, on the Maturity Date, if the Final Payment had not previously been paid in full in connection with the prepayment of the Term Loans in full, Borrower shall pay to Collateral Agent, for payment to each Lender in accordance with its respective Pro Rata Share, the Final Payment in respect of the Term Loans.”
“(d) Permitted Prepayment of Term Loans.
“(f) Contingency Fee. The Contingency Fee, when due hereunder, to be shared between the Lenders in accordance with their respective Pro Rata Shares.”
“(g) solely with respect to the funding of any Term A Loans after the Third Amendment Effective Date, the achievement of the Term A Milestone.”
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“Obligations” are all of Credit Party’s obligations to pay when due any debts, principal, interest, Lenders’ Expenses, the Prepayment Fee, the Contingency Fee, the Final Payment, and other amounts Credit Party owes the Lenders now or later, in connection with, related to, following, or arising from, out of or under, this Agreement or, the other Loan Documents, or otherwise, including, without limitation, all obligations relating to letters of credit (including reimbursement obligations for drawn and undrawn letters of credit), cash management services, and foreign exchange contracts, if any, and including interest accruing after Insolvency Proceedings begin (whether or not allowed) and debts, liabilities, or obligations of Credit Party assigned to the Lenders and/or Collateral Agent, and the performance of Credit Party’s duties under the Loan Documents.
“Term A Draw Period” is the period commencing on the Effective Date and ending on the earlier of (i) June 30, 2024 and (ii) the occurrence of an Event of Default.
“Contingency Fee” is, with respect to any Term Loan subject to prepayment prior to the Maturity Date, whether by mandatory or voluntary prepayment, acceleration or otherwise, an additional fee equal to Six Hundred Thousand Dollars ($600,000.00) payable to the Lenders in accordance with their respective Pro Rata Shares; provided that the Contingency Fee shall be zero dollars ($0) if such prepayment is made in connection with a refinancing of this Agreement with Oxford and Bank and any of their respective Affiliates.
“Term A Milestone” means Borrower’s delivery to Collateral Agent and Lenders of evidence, satisfactory to Collateral Agent and Lenders in their sole but reasonable discretion, that the Phase 2 portion of the ASPEN-06 study in Gastric/Gastroesophageal Junction Cancer either (i) remains ongoing or (ii) has reported positive data that is sufficient to initiate a pivotal study or move to a Biologics License Application submission as the immediate next step.
“Third Amendment Effective Date” is December 22, 2023.
“** If the Term A Draw Period terminates on June 30, 2024 pursuant to clause (i) of the definition of “Term A Draw Period”, (a) the Additional Term B Loan Commitment Amount shall be added to the Term B Loan Commitment effective as of July 1, 2024 and pro rata in accordance with the Commitment Percentage for the Term B Loans and (b) the Additional Term C Loan Commitment Amount shall be added to the Term C Loan Commitment effective as of July 1, 2024 and pro rata in accordance with the Commitment Percentage for the Term C Loans.”
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“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.”
[Balance of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to Loan and Security Agreement to be executed as of the date first set forth above.
BORROWER: |
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ALX ONCOLOGY INC. |
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By /s/ Peter Garcia |
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Name: Peter Garcia |
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Title: Chief Financial Officer |
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GUARANTOR:
ALX ONCOLOGY HOLDINGS INC.
By /s/ Peter Garcia |
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Name: Peter Garcia Title: Chief Financial Officer
COLLATERAL AGENT AND LENDER: |
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OXFORD FINANCE LLC |
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By /s/ Colette H. Featherly |
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Name: Colette H. Featherly |
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Title: Senior Vice President
{signature pages continue} |
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[Signature Page to Third Amendment to Loan and Security Agreement]
LENDERS: |
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OXFORD FINANCE CREDIT FUND II LP
By: Oxford Finance Advisors, LLC, its manager
By /s/ Colette H. Featherly Name: Colette H. Featherly Its: Senior Vice President
OXFORD FINANCE FUNDING 2023-1 LLC
By /s/ Colette H. Featherly Name: Colette H. Featherly Title: Secretary
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FIRST-CITIZENS BANK & TRUST COMPANY |
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By /s/ Peter Sletteland |
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Name: Peter Sletteland |
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Title: Managing Director |
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[Signature Page to Third Amendment to Loan and Security Agreement]