Loan and Security Agreement | Loan and Security Agreement Horizon Technology Finance Corporation Loan and Security Agreement In December 2022, we entered into a loan agreement with Horizon (the "Loan Agreement"), as lender and collateral agent (the “Lender”), pursuant to which the Lender agreed to make term loans in an aggregate principal amount of up to $45.0 million, available to us on the closing date and we borrowed $45.0 million. On July 7, 2023, we entered with Horizon into a Waiver and Amendment to the Venture Loan and Security Agreement and Eleventh Extension of Standstill Agreement which amends the Loan Agreement dated as of December 15, 2022. For more information, please see "Note 16. Subsequent Events." December 2022 Loan Agreement Borrowings under the Loan Agreement are collateralized by substantially all of our personal property, excluding intellectual property, and we pledged our equity interests in our subsidiaries, subject to certain limitations with respect to our foreign subsidiaries (the "Collateral"). Interest on the outstanding loan balance accrues at a variable annual rate equal to the greater of (i) 11% and (ii) rate of interest noted in The Wall Street Journal, Money Rates section, as the “Prime Rate” plus the “Loan Rate Spread” as defined in the Loan Agreement. We are required to make interest-only payments on the loans on the stub period date (January 1, 2023) and for the first thirty-six monthly payment dates prior to when the loans are scheduled to begin amortizing on February 1, 2026 (the “Amortization Date”). Beginning on February 1, 2026, we must pay twenty-four equal consecutive monthly installment payments repaying $35.0 million of the principal, plus interest on all outstanding balance until the loans mature on January 1, 2028 (the “Maturity Date”). The remaining $10.0 million of principal is due and payable on the Maturity Date. At our option, we may prepay the loans in whole, subject to a prepayment fee of 3% of the amount prepaid if prepaid on or before the Amortization Date, or if the prepayment occurs after less than 12 months after Amortization Date, 2% of the amount prepaid, and if more than 12 months after the Amortization Date but before the Maturity Date, 1%. A final payment equal to 4.25% of the principal borrowed on the closing date is due on the Maturity Date (or upon repayment in full of principal, if earlier). Upon the entry into the Loan Agreement, we were required to pay Horizon a commitment fee of $0.5 million, as well as other customary fees and expenses. The Loan Agreement contains customary representations, warranties and covenants and also includes customary events of default, including payment defaults, breaches of covenants, change of control and occurrence of a material adverse effect. Upon the occurrence and continuation of an event of default, a default interest rate of an additional 5% per annum may be applied to the outstanding loan balances, and Horizon may declare all outstanding obligations immediately due and payable and exercise all of their rights and remedies as set forth in the Loan Agreement and under applicable law. Our subsidiary, Evelo Biosciences Security Corporation, may maintain cash or cash equivalents so long as we satisfy certain liquidity requirements. In connection with the entry into the Loan Agreement, we also issued to Horizon warrants to purchase up to an aggregate 23,191 shares of our common stock (on a post reverse share split basis), with an exercise price of $38.80 per share (on a post reverse split basis). The warrants are exercisable immediately and expire on December 15, 2032, provided that, under certain circumstances, the warrants may terminate and expire earlier in connection with the closing of certain acquisition transactions involving us. The warrants provide that Horizon may elect to exercise the warrant on a net “cashless” basis at any time prior to the expiration thereof. The fair market value of one share of our common stock in connection with any cashless exercise shall be the closing price or last sale price per share of our common stock on a nationally recognized securities exchange, inter-dealer quotation system or over-the-counter market on which our common stock is traded on the business day immediately prior to the date the holder elects to exercise the warrants on a cashless basis. The warrants were deemed to be a freestanding financial instrument as it is legally detachable and separately exercisable from the debt obligations. We evaluated the terms and conditions of the warrants and concluded it met the criteria to be classified as a liability. As such, we recorded the warrants as a noncurrent liability at its issuance date. On May 10, 2023, we (expressly without conceding that an "Event of Default" (as defined under the Loan Agreement) has occurred) entered with Horizon into a Standstill Agreement (as amended on by that certain First Extension of Standstill Agreement dated as of May 14, 2023 through the Tenth Extension of Standstill Agreement dated as of June 30, 2023, the “Standstill Agreement”) pursuant to which Horizon agreed to forbear from exercising, and not to exercise, any and all remedies available to it under the Loan Agreement, warrants, notes and other Financing Documents (as defined in the Standstill Agreement) during the period commencing on May 10, 2023 and ending on July 7, 2023 (the “Standstill Period”). Waiver and Amendment to Loan Agreement and Eleventh Extension of Standstill Agreement On July 7, 2023, we entered into a Waiver and Amendment to the Venture Loan and Security Agreement and Eleventh Extension of Standstill Agreement (the “First Amendment”) with Horizon. The First Amendment amends the Loan Agreement dated as of December 15, 2022 with Horizon, whereby Horizon agreed to forbear exercising remedies on specified potential defaults (which forbearance will cease to apply if specified conditions as set forth in the First Amendment are not met), we granted a security interest over substantially all of our intellectual property, we paid down on the closing date of the July 10, 2023 private placement (the "Private Placement") $5.0 million of the principal amount of the loans outstanding under the Loan Agreement, and Horizon converted $5.0 million of the principal amount of the loans outstanding under the Loan Agreement into shares of common stock at a price per share equal to the price paid by the Investors in the Private Placement. We also amended the payment schedule and have agreed to prepay up to an additional $10.0 million of the principal amount of the loans outstanding under the Loan Agreement (plus applicable final payments) and Horizon has agreed to convert up to an additional $10.0 million of the principal amount of the loans outstanding under the Loan Agreement into equity, in each case, concurrently with future sales of our equity securities, in amounts equal to 20% of the gross cash proceeds from such equity sales. Horizon further agreed to remove the $5.0 million cash financial covenant previously instituted in connection with an extension of the Standstill Agreement, and we agreed that, upon the failure to achieve specified performance milestones in the future, a $9.0 million cash and cash equivalents covenant would be imposed. We agreed with Horizon to further extend the Standstill Period for a period to permit us to continue operations including advancing our Phase 2a study of EDP2939. Horizon extended the Standstill Period, but only to the extent, and in accordance with, the terms, and subject to the conditions, set forth in the Waiver and Amendment to Loan Agreement and Eleventh Extension of Standstill Agreement. Forbearance and Second Amendment to Loan Agreement and Twelfth Extension of Standstill Agreement On October 17, 2023, we announced that the top-line results from our Part B (Phase 2) clinical study of EDP2939 in moderate psoriasis did not achieve the primary endpoint. Accordingly, the Standstill Period was automatically extended by ten days after this announcement, based on the terms and conditions set forth in the Waiver and Amendment to Loan Agreement and Eleventh Extension of Standstill Agreement, to October 27, 2023 (the “Forbearance Period”). On October 26, 2023, we entered into a Forbearance and Second Amendment to the Venture Loan and Security Agreement and Twelfth Extension of Standstill Agreement with Horizon (the “Second Amendment”). The Second Amendment amends the Loan Agreement, dated as of December 15, 2022, as further amended by the First Amendment, with Horizon, whereby Horizon agreed, among other things, to forbear exercising remedies on specified potential defaults through December 15, 2023. We also paid down $11.0 million in principal. For more information, please see "Note 16. Subsequent Events." Subjective Acceleration Clause The Loan Agreement contains a subjective acceleration clause which allows Horizon to accelerate the maturity of the principal payments under certain circumstances, following expiration of Twelfth Extension of Standstill Agreement with Horizon, pending the results of the strategic review process, Horizon may choose to exercise various remedies available to them. This may include, but is not limited to, demanding the repayment of outstanding loan amounts, advancing the loan maturity date, or taking actions against the collateral that secures our obligations under the Loan Agreement. Additionally, we might be compelled to explore seeking relief through the U.S. Bankruptcy Courts, or winding down our operations. Based upon our significant operating losses, going concern assessment as of September 30, 2023, and conditions of the First Amendment, we determined that we should classify our loan facility with Horizon, which would otherwise be classified as long-term debt, as a current liability on our consolidated balance sheet as of September 30, 2023. We have the following minimum aggregate future loan payments as of September 30, 2023 related to the Loan Agreement, excluding the subsequent Waiver and Amendment to the Venture Loan and Security Agreement impact: (in thousands) 2024 $ — 2025 — 2026 6,875 2027 7,500 Thereafter 20,625 Total minimum payments 35,000 Debt discount (1,052) Total Debt as of September 30, 2023 $ 33,948 For the three months ended September 30, 2023 and 2022, interest expense was approximately $1.3 million and $1.1 million. For the nine months ended September 30, 2023 and 2022, interest expense was approximately $4.4 million and $3.2 million. |