Item 1.01Entry into a Material Definitive Agreement.
On February 15, 2022, Neuronetics, Inc. (the “Company”) entered into that certain Third Amendment to Loan and Security Agreement (the “Amendment”) with SLR Investment Corp. (formerly known as Solar Capital Ltd.) (“Solar”), as collateral agent, and the lenders listed on the signature pages thereto (“Lenders”). The Amendment amends that certain Loan and Security Agreement, dated March 2, 2020 (as amended by that certain First Amendment to Loan and Security Agreement, dated as of April 20, 2020, that certain Second Amendment to Loan and Security Agreement, dated as of December 2, 2020 and as further amended, restated, supplemented or modified time to time prior to the Amendment, the “Solar Facility”), by and among the Company, Solar, as collateral agent, and the Lenders.
The Amendment (i) waived any default under the Solar Facility that resulted from the Company’s failure to comply with the minimum monthly trailing twelve months net product revenue financial covenant, beginning with the testing period for the calendar month ending December 31, 2021 and continuing to the date of the Amendment (the “Specified Default”); (ii) decreased the amount of trailing twelve months net product revenue that the Company is required to achieve, for testing periods on and from the calendar month ending January 31, 2022; (iii) modified the definition of “Fourth Draw Period” with respect to the Company’s ability to borrow a Term D Loan portion of the Solar Facility, such that after giving effect to the Amendment, the Term D Loan portion of the Solar Facility is no longer available to be drawn by the Company; and (iv) modified the definition of “I/O Extension Conditions” to allow commencement of loan principal amortization under the Solar Facility to be extended to March 1, 2023, notwithstanding the Specified Default.
The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 2.03.Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth in Item 1.01 of the Current Report on Form 8-K is hereby incorporated by reference.
Item 7.01.Regulation FD Disclosure.
On February 22, 2022, the Company issued a press release announcing the Company’s entry into the Amendment. A copy of such press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| | | | | |
Exhibit | | | | | |
Number | | | Description |
| | | | | |
10.1† | | Third Amendment to Loan and Security Agreement, dated February 15, 2022, by and among SLR Investment Corp. (formerly known as Solar Capital Ltd.), as collateral agent, the lenders listed on the signature pages thereto, and Neuronetics, Inc. |
99.1 | | Press Release of Neuronetics, Inc., dated February 22, 2022. |
104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
†Certain portions of the Amendment have been omitted to preserve the confidentiality of such information. The Company will furnish copies of any such information to the Securities and Exchange Commission upon request.
