TREX WIND-DOWN, INC.: debt financing — Timber Pharma secures $3M bridge loan from LEO US Holding; warrant amendments

TREX WIND-DOWN, INC.

Bridge loan of $3M from LEO US Holding (acquiring parent); $2M funded immediately, $1M on Sep 30, 2023.
Loan secured by all assets; 12% interest; maturity Nov 17, 2023; if third-party acquisition proposal, 1.25x repayment.
Upon merger close, $1.5M principal plus accrued interest extinguished; remaining $1.5M repaid from FDA and net sales milestones.
Warrant holders can elect to convert warrants into merger consideration or receive Black-Scholes cash value; deemed cash if no election.

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

TREX WIND-DOWN, INC. incurred loan of $3.0 million with LEO US Holding, Inc. at 12% per annum maturing November 17, 2023.

Instrument: loan
Principal: $3.0 million
Counterparty: LEO US Holding, Inc.
Rate: 12% per annum
Maturity: November 17, 2023
Event: incurrence

Exact text from the filing

On August 30, 2023, Timber, Timber Pharmaceuticals, LLC, BioPharmX, Inc. and Parent entered into a Secured Bridge Loan Agreement (the "Bridge Loan Agreement"), pursuant to which Parent has agreed to loan Timber an aggregate amount of $3.0 million (the "Bridge Loan").

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

TREX WIND-DOWN, INC. entered into Secured Bridge Loan Agreement with LEO US Holding, Inc., LEO Pharma A/S valued at $3.0 million (effective 2023-08-30).

Action: entry
Agreement: credit facility
Counterparty: LEO US Holding, Inc., LEO Pharma A/S
Value: $3.0 million
Effective: 2023-08-30

Exact text from the filing

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. As previously announced, on August 20, 2023, Timber Pharmaceuticals, Inc., a Delaware corporation (“Timber” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with LEO US Holding, Inc., a Delaware corporation (“Parent”), LEO Spiny Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Parent (“Merger Sub”) and LEO Pharma A/S, a Danish Aktieselskab (“Guarantor”), providing for, among other things, the merger of Merger Sub with and into Timber (the “Merger”), with Timber surviving the Merger (the “Surviving Corporation”) as a wholly-owned subsidiary of Parent. In connection with the Merger Agreement, on August 30, 2023, Timber, Timber Pharmaceuticals, LLC, BioPharmX, Inc. and

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Source: SEC EDGAR

accession 0001437749-23-024945

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