Current Report Filing (8-k)
April 04 2019 - 6:09AM
Edgar (US Regulatory)
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): April 3, 2019
ENDOLOGIX, INC.
(Exact
Name of Registrant as Specified in its Charter)
|
|
|
|
|
Delaware
|
|
000-28440
|
|
68-0328265
|
(State or Other Jurisdiction
of Incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
2 Musick
Irvine, CA 92618
(Address
of Principal Executive Office) (Zip Code)
Registrants telephone number, including area code:
(949) 595-7200
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 (
see
General Instruction A.2 below):
|
☐
|
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))
|
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. ☐
As previously disclosed, on March 31, 2019, Endologix, Inc. (the
Company
) entered into (i) a Purchase Agreement (the
Purchase Agreement
) with select institutional investors and certain other parties, (ii) an Exchange Agreement (the
Exchange Agreement
), providing for the exchange by certain holders of the
Companys existing notes for new notes, (iii) a Second Amendment to Amended and Restated Facility Agreement and First Amendment to Amended and Restated Guaranty and Security Agreement (the
Facility Amendment
) with
Deerfield Private Design Fund IV, L.P. and certain of its related funds and affiliates, (iv) a Second Amendment to Credit Agreement and First Amendment to Guaranty and Security Agreement (the
Credit Amendment
, and
together with the Facility Amendment, the
Deerfield Agreements
)) with Deerfield ELGX Revolver, LLC and certain of its affiliates. As previously disclosed, the effectiveness of the Deerfield Agreements were conditioned on
the closing of the transaction contemplated by the Purchase Agreement and the Exchange Agreement.
Additional information regarding the Purchase
Agreement, the Exchange Agreement, and the Deerfield Agreements can be found in the Companys current report on Form
8-K
that was filed with the Securities and Exchange Commission on April 1, 2019.
On April 3, 2019, the Company closed the transactions contemplated by each of the Purchase Agreement and the Exchange Agreement and the terms of the
Deerfield Agreements became effective. The Company received gross proceeds of approximately $52.15 million pursuant to the Purchase Agreement and exchanged an aggregate principal amount of approximately $73.355 million of principal amount
of old notes plus accrued but unpaid interest for an aggregate of $67.02 million of principal of new notes pursuant to the Exchange Agreement. The Company has issued the warrants and first out waterfall notes contemplated by the Deerfield
Agreements.
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.
|
|
|
Endologix, Inc.
|
|
|
By:
|
|
/s/ Vaseem Mahboob
|
|
|
Vaseem Mahboob
Chief Financial
Officer
|
April 4, 2019
Endologix (NASDAQ:ELGX)
Historical Stock Chart
From Jun 2024 to Jul 2024
Endologix (NASDAQ:ELGX)
Historical Stock Chart
From Jul 2023 to Jul 2024