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): June 30, 2019
GI DYNAMICS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-55195 | 84-1621425 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
P.O. Box 51915
Boston, MA 02205
(Address of principal executive offices and zip code)
Registrant’s telephone number, including areacode: (781) 357-3300
(Former name or former address, if changed since last report.)
Check the appropriate box below if theForm 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 toRule 14a-12 under the Exchange Act (17CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant toRule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c)) |
Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.01 | GID.ASX | Australia Securities Exchange |
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) orRule 12b-2 of the Securities Exchange Act of1934 (§ 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 1.01 | Entry into a Material Definitive Agreement. |
On June 30, 2019, GI Dynamics, Inc. (the “Company”) entered into a Fourth Amendment to Senior Secured Convertible Promissory Note (the “Note Amendment”), by and between the Company, as borrower, and Crystal Amber Fund Limited, as holder (the “Holder”), pursuant to which the Company and the Holder amended the Senior Secured Convertible Promissory Note issued by the Company to the Holder on June 15, 2017 and amended on December 31, 2018, March 29, 2019 and April 30, 2019, in the aggregate principal amount of $5 million (as so amended, the “Note”) by extending the maturity date (and associated final conversion date) of the Note from July 1, 2019 to October 1, 2019.
In addition, on June 30, 2019, the Company entered into a Fourth Amendment to Note Purchase Agreement (the “NPA Amendment”) by and between the Company and the Holder, which NPA Amendment amended the Note Purchase Agreement, dated as of June 15, 2017, as amended on December 31, 2018, March 29, 2019 and April 30, 2019, by and between the Company and the Holder to provide for the amendment of the Note in the form of the Note Amendment.
The foregoing description of the Note Amendment and the NPA Amendment does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the Note Amendment and the NPA Amendment, each of which will be included as an exhibit to the Company’s Quarterly Report onForm 10-Q for the fiscal quarter ended June 30, 2019.
A copy of the press release announcing the Note Amendment and NPA Amendment is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit | Description | |
| 99.1 | Press Release of GI Dynamics, Inc. dated July 1, 2019 | |
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.
| GI DYNAMICS, INC. | ||||||
| Dated: July 1, 2019 |
/s/ Charles Carter | |||||
| Charles Carter | ||||||
| Chief Financial Officer |