Current Report Filing (8-k)
July 29 2022 - 4:02PM
Edgar (US Regulatory)
0001322505
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0001322505
2022-07-27
2022-07-27
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xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 27, 2022
ALBIREO PHARMA, INC.
(Exact name of registrant as specified in its
charter)
Delaware
(State or other jurisdiction
of incorporation) |
|
001-33451
(Commission
File Number) |
|
90-0136863
(IRS Employer
Identification No.) |
53 State Street, 19th Floor
Boston, Massachusetts
(Address of principal executive offices) |
|
02109
(Zip Code) |
(857) 254-5555
Registrant’s telephone number, including
area code
Not applicable
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange
on which registered |
Common Stock |
|
ALBO |
|
The Nasdaq Capital Market |
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 1.02 |
Termination of a Material Definitive Agreement. |
On July 27, 2022, the Loan and Security Agreement, dated as of
June 8, 2020 (the “Hercules Loan Agreement”), by and among Albireo Pharma, Inc. (the “Company”), Albireo AB,
a wholly-owned subsidiary of the Company, several banks and other financial institutions or entities from time to time parties to
the Hercules Loan Agreement, as lenders (collectively, referred to as the “Lenders”), and Hercules Capital, Inc., in its
capacity as administrative agent and collateral agent for itself and the Lenders (“Hercules”), was terminated upon the
receipt by Hercules of a payoff amount of $10.9 million from the Company; provided that the Company continues to be bound by certain
indemnification obligations under Section 6.3 of the Hercules Loan Agreement. The Hercules Loan Agreement provided for term loans in
an aggregate principal amount of up to $80.0 million to be delivered in multiple tranches. The payoff amount paid by the Company in
connection with the termination of the Hercules Loan Agreement was pursuant to a payoff letter with Hercules and included payment of
(a) $0.7 million as an End of Term Charge and (b) $0.1 million as a Prepayment Charge.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
ALBIREO PHARMA, INC. |
|
|
Date: July 29, 2022 |
/s/ Ronald H.W. Cooper |
|
Ronald H.W. Cooper |
|
President and Chief Executive Officer |
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