VIRACTA THERAPEUTICS, INC. : conclusion of a cloth definitive settlement, termination of a cloth definitive settlement, creation of a direct monetary obligation or obligation underneath an off-balance sheet association of a holder, different occasions, monetary statements and paperwork to be conviction (kind 8 -Ok)

Merchandise 1.01 Conclusion of a Materials Definitive Settlement.

At November 4, 2021, Viracta Therapeutics, Inc. (the Firm) has entered right into a mortgage and assure settlement with Silicon Valley Financial institution and Oxford Finance LLC (the Lenders) and Silicon Valley Financial institution as a assure agent for lenders, offering for as much as $ 50.0 million in three installments (the SVB-Oxford mortgage settlement). Beneath the phrases of the SVB-Oxford mortgage settlement, the Firm borrowed the primary tranche of $ 5.0 million, and the Firm might borrow as much as a further quantity $ 20.0 million as much as August 31, 2022, and as much as a complement $ 25 million as much as January 1, 2024, which might be prolonged to January 1, 2025, when reaching a predefined milestone.

The loans can be due on the due date of the November 1, 2026 (the due date). The compensation of loans will bear curiosity solely by way of January 1, 2024 (The place January 1, 2025, in sure circumstances) (the amortization date), adopted by equal month-to-month funds of principal plus accrued curiosity for (i) 35 months if the amortization date is January 1, 2024, and (ii) 23 months if the amortization date is January 1, 2025. The annual rate of interest for any excellent mortgage is the same as the higher of (i) 8.15% and (ii) the sum of (a) the prime charge, as reported within the Wall Road Journal on the final enterprise day of the month instantly previous the month during which the curiosity will accrue, elevated (b) by 4.90%. However the foregoing, the annual rate of interest for the interval from November 5, 2021, by way of and together with November 30, 2021, ought to be 8.15%.

As well as, a closing cost equal to five.0% of the quantity of the borrowings drawn can be due on the maturity date, on the acceleration of the borrowings or on the early compensation of the borrowings. If the Firm elects or is required to repay the loans early, a prepayment cost equivalent to 1.0% or 2.0% of the principal stability then excellent may even be due, relying on when the early compensation takes place.

The Firm is topic to the standard restrictive and affirmative covenants underneath the SVB-Oxford Mortgage Settlement. The Firm’s obligations underneath the SVB-Oxford Mortgage Settlement are secured by a primary rating safety curiosity over considerably all of its present and future property, besides mental property. The Firm can be dedicated to not encumber its mental property property, besides to the extent permitted by the SVB-Oxford Mortgage Settlement.

The SVB-Oxford Mortgage Settlement additionally incorporates customary indemnification obligations and customary occasions of default, together with, however not restricted to, breaches by the Firm of sure obligations underneath the SVB-Oxford Mortgage Settlement and the incidence of a cloth hostile change within the or exercise, operations or situation (monetary or in any other case) of its subsidiaries), a big lower within the prospect of compensation of any a part of the loans, or a big lower within the perfection or precedence of the privilege of the lenders within the assure or within the worth of this assure. If an occasion of default happens and continues underneath the SVB-Oxford Mortgage Settlement, Lenders could be entitled to train their cures underneath it, together with the appropriate to expedite loans, on which the Firm could also be required to repay any quantities then unpaid underneath the SVB-Oxford mortgage settlement.

The foregoing description of the SVB-Oxford Mortgage Settlement doesn’t purport to be a whole assertion of the rights of the events underneath such settlement and is certified in its entirety by reference to the complete textual content of the SVB Mortgage Settlement- Oxford, which can be filed as an attachment to the Firm’s Quarterly Report on Kind 10-Q for the quarter ended September 30, 2021.

Merchandise 1.02 Termination of a Materials Definitive Settlement.

In reference to the conclusion of the SVB-Oxford mortgage settlement, the Firm and
Silicon Valley Financial institution agreed to terminate the mortgage and assure contract entered into by the Firm and Silicon Valley Financial institution to July 30, 2020, which foresaw till $ 15.0 million in 4 slices. The Firm had already borrowed $ 5.0 million underneath this prior settlement, and the principal plus curiosity and prices have been reimbursed in reference to the termination.

Merchandise 2.03 Creation of a Direct Monetary Obligation or Obligation Beneath an Off-Stability Sheet Association of a Registrant.

The data concerning the SVB-Oxford Mortgage Settlement offered in Part 1.01 of this present report on Kind 8-Ok is included by reference on this Part 2.03.


Merchandise 8.01 Different Occasions.

At November 5, 2021, Viracta issued a press launch saying entry into the SVB-Oxford mortgage settlement. A replica of this press launch is filed as Exhibit 99.1 to this present report on Kind 8-Ok.

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Merchandise 9.01 Monetary statements and supporting paperwork.

(d) Displays



Exhibit
Quantity                                      Description

99.1          Press Launch, dated November 5, 2021
104         Cowl Web page Interactive Information File (embedded inside the Inline XBRL doc)



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