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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): November 1,
2021
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ANTARES PHARMA, INC.
(Exact name of registrant as specified in its charter)
_________________________________________________________________
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Delaware |
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001-32302 |
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41-1350192 |
(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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100 Princeton South, Suite
300, Ewing, NJ
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08628 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code:
(609)
359-3020
Not Applicable
(Former name or former address, if changed since last
report)
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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 (see General
Instruction A.2. below):
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☐ |
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
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Trading
Symbol(s)
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Name of each exchange on which registered |
Common Stock, par value $0.01 per share |
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ATRS |
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NASDAQ |
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. o
Item 1.01 Entry into a Material
Definitive Agreement.
On November 1, 2021 (the “Closing
Date”),
Antares Pharma, Inc. (the “Company”)
entered into a Credit Agreement (the “Credit
Agreement”)
with Wells Fargo Bank, National Association (“Wells
Fargo”),
as administrative agent for the lenders from time to time party
thereto (collectively, the “Lenders”)
for credit facilities in an aggregate principal amount of up to $40
million, consisting of a $20 million revolving credit facility, $5
million of which is available for the issuance of letters of credit
for the account of the Company and $1 million of which is available
for swingline loans to the Company (the “Revolving
Credit Facility”)
and a $20 million term loan facility (the “Term
Loan Facility”,
and together with the Revolving Credit Facility, the
“Credit
Facilities”).
The proceeds from the Term Loan Facility were used to repay and
extinguish the existing indebtedness of the Company under its
previous Loan and Security Agreement, dated as of June 6, 2017,
with Hercules Capital, Inc. as a lender and agent for the lenders
from time to time party thereto, as amended (the
“Hercules
Agreement”).
The proceeds from the Revolving Credit Facility will be used (i) to
provide ongoing working capital and (ii) for other general
corporate purposes of the Company.
The Term Loan Facility was funded upon execution of the Credit
Agreement on the Closing Date. Under the terms of the Credit
Agreement, the Company may, but is not obligated to, request one or
more additional advances of at least $1 million, not to exceed $20
million in the aggregate, subject to the Company satisfying certain
conditions. The Company’s option to request additional advances
will be available from the Closing Date through November 1, 2024
(three years after the Closing Date) (the “Maturity
Date”).
The Term Loan Facility will mature on the Maturity Date. At any
time after the Closing Date, the Company may request one or more
incremental term loan commitments or increases in the revolving
credit commitments of at least $5 million, not to exceed $25
million in aggregate, subject to the Company satisfying certain
conditions.
The Credit Facilities are secured by substantially all of the
Company’s assets (other than certain excluded assets, including
intellectual property). The Company may elect for the Credit
Facilities to accrue interest at either the base rate plus the
applicable margin or the LIBOR rate plus the applicable margin, as
further described in the Credit Agreement. The applicable margin
varies based on the Company’s consolidated total leverage ratio and
will initially be 1.50% for base rate loans and 2.50% for LIBOR
loans. As compared to the Hercules Agreement, which accrued
interest at a prime-based variable rate with a maximum of 9.5% and
which rate was 8.5% at September 30, 2021, the Term Loan Facility
funded on November 1, 2021 accrues interest at a rate of 2.5875%
(which is a 1-month LIBOR rate plus the applicable margin of
2.50%). Payments under the Revolving Credit Facility are due on the
Maturity Date. Payments under the Term Loan Facility are due in
consecutive quarterly installments on the last business day of each
of March, June, September and December, commencing on March 31,
2022.
The Credit Agreement contains representations and warranties,
affirmative covenants including financial reporting, negative
covenants including limitations on indebtedness, liens,
investments, fundamental changes, asset dispositions, restricted
payments and transactions with affiliates, and events of default
including payment default, covenant default, cross-default change
in control and bankruptcy. The financial covenants include a
consolidated senior secured leverage ratio that may not exceed 2.50
to 1.00 and a consolidated fixed charge coverage ratio that may not
be less than 1.50 to 1.00, each as further described in the Credit
Agreement. The Credit Agreement also contains other customary
provisions, such as expense reimbursement, non-disclosure
obligations, as well as indemnification rights for the benefit of
the Lenders. Upon the occurrence of an event of default and
following the election of the required Lenders, if applicable, a
default interest rate of an additional 2.00% may be applied to the
outstanding loan balances, and the Lenders may declare all accrued
and unpaid interest due and payable, and take such other actions as
set forth in the Credit Agreement.
The foregoing description of the Credit Agreement does not purport
to be complete and is qualified in its entirety by reference to the
Credit Agreement. A copy of the Credit Agreement is filed as
Exhibit 10.1 to this Form 8-K and is incorporated herein by
reference.
Item 1.02 Termination of a Material Definitive
Agreement.
On November 1, 2021, the Company repaid in full and extinguished
its existing indebtedness under the Hercules Agreement and
terminated the Hercules Agreement.
Item 2.03 Creation of a Direct Financial Obligation of a
Registrant.
The information set forth in Item 1.01 of this Current Report on
Form 8-K pertaining to the Credit Agreement is incorporated by
reference into this Item 2.03.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits
The following exhibits are being furnished herewith:
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Exhibit
No. |
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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 (embedded within the Inline XBRL
document)
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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.
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ANTARES PHARMA, INC. |
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(Registrant) |
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Date:
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November 2, 2021 |
By: |
/s/ Peter J. Graham
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Name: |
Peter J. Graham
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Title: |
Executive Vice President, General Counsel, Chief Compliance
Officer, Human Resources and Secretary
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