UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event report): September 27, 2021 (September 23, 2021)
BioDelivery Sciences International, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-31361 | | 35-2089858 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| 4131 ParkLake Ave., Suite 225 | | | | |
| Raleigh, | NC. | | | | 27612 |
| (Address of principal executive offices) | | | | (Zip Code) |
Registrant’s telephone number, including area code: 919-582-9050
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 to the registrant under any of the following provisions:
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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 | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common stock, par value $0.001 | | BDSI | | The Nasdaq Global Select 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. ☐
On September 23, 2021, BioDelivery Sciences International, Inc., (the “Company”) elected to repay $20 million plus accrued interest, representing a portion of the first tranche of its previously disclosed loan agreement (the “Loan Agreement”) with BPCR LIMITED PARTNERSHIP (as successor-in-interest to BioPharma Credit plc), dated May 23, 2019. The loan agreement includes the option for the Company to paydown up to $20M of tranche A without incurring any prepayment penalties after the 24 month anniversary of the loan. As a result, no prepayment penalty was incurred in connection with this prepayment. The loan matures in May 2025, and the Company will save approximately $4.4 million in interest payments over the remaining term of the loan as a result of the prepayment.
The description of the Loan Agreement in Item 1.01 of the Company’s Current Report on Form 8-K filed on May 28, 2019 is incorporated herein by reference. The foregoing description of the Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the Loan Agreement, which is filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve significant risks and uncertainties and may include, without limitation, statements identified by words such as “projects,” “may,” “will,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “potential” or similar expressions. Actual results (including, without limitation, the savings realized from the loan repayment) may differ materially from those set forth or implied in the forward-looking statements. These forward-looking statements involve certain risks and uncertainties that are subject to change based on various factors (many of which are beyond the Company’s control), including those set forth in the Company’s 2020 Annual Report on Form 10-K filed with the US Securities and Exchange Commission and subsequent filings. The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future presentations or otherwise, except as required by applicable law.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| September 27, 2021 | | BIODELIVERY SCIENCES INTERNATIONAL, INC. |
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| | By: | | /s/ Mary Theresa Coelho |
| | Name: | | Mary Theresa Coelho |
| | Title: | | Executive Vice President, Chief Financial Officer and Treasurer |
