| Item 1.01. | Entry into a Material Definitive Agreement. |
On May 31, 2022, KemPharm, Inc. (“KemPharm” or the “Company”), a Delaware corporation, and Ameris Bank, as lender, entered into a USD$20.0 million revolving loan agreement (the “Loan Agreement”). Proceeds of the revolving facility provided by the Loan Agreement are to be used for general corporate purposes. Loans under the Loan Agreement will bear interest at Term SOFR (as defined in the Loan Agreement) plus 1.60%, with a Term SOFR floor of 0.00%.
The revolving facility under the Loan Agreement is secured by a perfected security interest in deposit accounts. The revolving facility under the Loan Agreement is subject to customary affirmative and negative covenants.
The latest maturity date of the loans under the Loan Agreement is May 31, 2025. The Loan Agreement contains customary events of default that could lead to an acceleration of the loans, including cross-default, bankruptcy and payment defaults.
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 Exhibit 10.1 hereto, and is incorporated by reference into this Current Report on Form 8-K.
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
On May 31, 2022, the Company, through KemPharm Denmark A/S (the “Buyer”), a newly formed Danish company and wholly-owned subsidiary of KemPharm, completed its acquisition from Orphazyme A/S in restructuring, a Danish public limited liability company (“Orphazyme”) of all of Orphazyme’s assets and operations related to arimoclomol and settled all of Orphazyme’s actual outstanding liabilities to its creditors with a cash payment of USD$12.8 million (the “Asset Purchase”), under the terms of the previously announced Asset Purchase Agreement (the “Purchase Agreement”) with Orphazyme, dated as of May 15, 2022, by and among the Company, the Buyer, and Orphazyme.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.
| Item 9.01. | Financial Statements and Exhibits. |
(a) Financial Statements of Business Acquired.
The financial statements required to be filed under Item 9.01(a) of this Current Report on Form 8-K will be filed by amendment to this Current Report on Form 8-K no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
The pro forma financial information required to be filed under Item 9.01(b) of this Current Report on Form 8-K will be filed by amendment to this Current Report on Form 8-K no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.
