8-K
filed July 7, 2023, 7:59 PM ET
CIK 0001850079
debt
confidence high
sentiment neutral
materiality 0.55
Telesis Bio Inc.: debt financing — Telesis Bio amends debt agreements, raises interest margins; annual meeting elects directors
Telesis Bio Inc.
- Term loan interest margin increased to 6.75% over SOFR (floor 3.50%); prepayment premiums of 3%/2%/1% for years 1-3.
- Revolving loan margin raised to 3.00% over SOFR (floor 3.50%); early termination fee of 3%/2%/1%.
- Minimum net revenue covenant under both loan agreements amended for certain future periods.
- Annual meeting elected Andrea L. Jackson and Franklin R. Witney as Class II directors with ~76% of votes cast.
- Stockholders ratified WithumSmith+Brown as independent auditor for FY 2023; quorum was 81.68%.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Telesis Bio Inc. amended term loan with MidCap Financial Trust at adjusted term SOFR (subject to a floor of 3.50%) for a one-month interest period.
- Instrument
- term loan
- Counterparty
- MidCap Financial Trust
- Rate
- adjusted term SOFR (subject to a floor of 3.50%) for a one-month interest period
- Event
- amendment
Exact text from the filing
The Term Loan Second Amendment, among other changes, (i) amends certain funding conditions with respect to the remaining term loans available for borrowing under the Term Loan Agreement, (ii) increases the interest rate margin applicable to the term loans, (iii) increases the minimum interest rate and prepayment fees applicable to the term loans, and (iv) amends the minimum net revenue covenant under the Term Loan Agreement for certain reporting periods.
View on SEC.gov
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Telesis Bio Inc. amended revolving credit with MidCap Funding IV Trust at adjusted term SOFR (subject to a floor of 3.50%) for a one-month interest period.
- Instrument
- revolving credit
- Counterparty
- MidCap Funding IV Trust
- Rate
- adjusted term SOFR (subject to a floor of 3.50%) for a one-month interest period
- Event
- amendment
Exact text from the filing
The Revolving Loan Second Amendment, among other changes, (i) increases the minimum interest rate, (ii) increases the early termination fee applicable to the revolving loan facility, and (iii) amends the minimum net revenue covenant under the Revolving Loan Agreement for certain reporting periods.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Telesis Bio Inc. amended Amendment No. 2 to Credit, Security and Guaranty Agreement (Revolving Loan) with MidCap Funding IV Trust, as administrative agent (effective 2023-06-30).
- Action
- amendment
- Agreement
- credit facility
- Counterparty
- MidCap Funding IV Trust, as administrative agent
- Effective
- 2023-06-30
Exact text from the filing
and (ii) Amendment No. 2 to Credit, Security and Guaranty Agreement (Revolving Loan) (the Revolving Loan Second Amendment, and together with the Term Loan Second Amendment, the Second Amendments), which amends that certain Credit, Security and Guaranty Agreement (Revolving Loan), dated as of August 9, 2022 (as amended, restated, supplement or otherwise modified from time to time, the Revolving Loan Agreement, and together with the Term Loan Agreement, the Loan Agreements) among the Company, EtonBio, certain subsidiaries of the Company that may become party thereto from time to time as borrowers or guarantors, the lenders party thereto from time to time (collectively, the Revolving Loan Lenders, and together with the Term Loan Lenders, the Lenders) and MidCap Funding IV Trust, as administrative agent (the Revolving Agent)
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Telesis Bio Inc. amended Amendment No. 2 to Credit, Security and Guaranty Agreement (Term Loan) with MidCap Financial Trust, as administrative agent (effective 2023-06-30).
- Action
- amendment
- Agreement
- credit facility
- Counterparty
- MidCap Financial Trust, as administrative agent
- Effective
- 2023-06-30
Exact text from the filing
On June 30, 2023, Telesis Bio Inc. (the Company) entered into (i) Amendment No. 2 to Credit, Security and Guaranty Agreement (Term Loan) (the Term Loan Second Amendment), which amends that certain Credit, Security and Guaranty Agreement (Term Loan), dated as of August 9, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the Term Loan Agreement), among the Company, EtonBio, Inc., a California corporation and the Company’s wholly-owned subsidiary (EtonBio and together with the Company, the Borrowers), certain subsidiaries of the Company that may become party thereto from time to time as borrowers or guarantors, the lenders party thereto from time to time (collectively, the Term Loan Lenders) and MidCap Financial Trust, as administrative agent (the Term Agent)
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Telesis Bio Inc. shareholders approved Election of two Class II directors to serve until the 2026 Annual Meeting of stockholders or until their respective successors are duly elected and qualified at the 2023-07-06 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-07-06
Exact text from the filing
Proposal One – Election of Directors The table below presents the voting results of the election of the two Class II directors to the Company’s Board of Directors by the Company’s stockholders: Nominee Votes For Votes Withheld Percent of Voted Broker Non-Votes Andrea L. Jackson 18,602,921 506,147 76.64 % 5,162,928 Franklin R. Witney 18,558,271 550,797 76.45 % 5,162,928
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Telesis Bio Inc. shareholders approved Ratification of the appointment of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 at the 2023-07-06 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-07-06
Exact text from the filing
Proposal Two – Ratification of Appointment of Independent Registered Public Accounting Firm The Company’s stockholders ratified the appointment of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 by the following votes: Votes For Votes Against Abstentions Broker Non-Votes 24,046,471 155,319 70,206 0
View on SEC.gov
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