UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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 7, 2017
GENMARK DIAGNOSTICS, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-34753 | | 27-2053069 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| |
5964 La Place Court Carlsbad, California | | 92008 |
| (Address of principal executive offices) | | (Zip Code) |
760-448-4300
(Registrant’s telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-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 Rule12b-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. ☐
| Item 1.01. | Entry into a Material Definitive Agreement. |
On June 7, 2017, GenMark Diagnostics, Inc. (the “Company”) entered into a fourth amendment (the “Amendment”) to its Loan and Security Agreement (the “Agreement”) with Solar Senior Capital Ltd. (assuccessor-in-interest to General Electric Capital Corporation), and the financial institutions that are or become parties to the Agreement as lenders. Pursuant to the Amendment, the parties to the Agreement adjusted the date by which the Company must satisfy the funding requirements in respect of Term Loan C (as defined in the Agreement). In addition, the parties agreed to extend the interest-only period in respect of amounts borrowed under the Agreement until June 15, 2017; provided that the Company may extend the interest-only period until August 1, 2017, and subsequently to March 1, 2018, subject in each case to the satisfaction of certain conditions.
As previously reported, on June 9, 2017, the Company notified the Lenders of its intent to borrow an additional $15,000,000 pursuant to the terms of the Agreement (“Term Loan C”), following the Company’s receipt of 510(k) market clearance from the United States Food and Drug Administration for its ePlex instrument and Respiratory Pathogen (RP) Panel. The Company expects to receive the proceeds from Term Loan C on June 13, 2017.
The foregoing description of the terms of the Amendment is qualified in its entirety by reference to the text of such document, a copy of which will be filed in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”), with portions omitted and filed separately with the SEC pursuant to a request for confidential treatment.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under anOff-Balance Sheet Arrangement of a Registrant. |
The information included in Item 1.01 of this Current Report on Form8-K is incorporated by reference into this Item 2.03.
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.
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| | | | | | GENMARK DIAGNOSTICS, INC. |
| | | |
| Date: June 13, 2017 | | | | | | /s/ Eric Stier |
| | | | | | Eric Stier |
| | | | | | Senior Vice President, General Counsel and Secretary |
