Item 1.01. | Entry Into a Material Definitive Agreement. |
On August 10, 2023, MeiraGTx Holdings plc (the “Company”), as issuer, and its wholly-owned subsidiaries MeiraGTx UK II Limited, a company incorporated in England and Wales (“MeiraGTx UK II”), and MeiraGTx Ireland DAC, a designated activity company limited by shares incorporated in Ireland (“MeiraGTx Ireland,” and together with MeiraGTx UK II, the “Subsidiary Guarantors”), entered into a Consent and Amendment to Amended and Restated Note Purchase Agreement and Guaranty (the “Consent and Amendment”) by and among the Company, the Subsidiary Guarantors, the noteholders and other parties from time to time party thereto, and Perceptive Credit Holdings III, LP, as administrative agent and noteholder (“Perceptive”). The Consent and Amendment amends the Amended and Restated Note Purchase Agreement and Guaranty, dated December 19, 2022, between the Company, the Subsidiary Guarantors, the noteholders and other parties from time to time party thereto, and Perceptive (the “Note Purchase Agreement”).
Under the Consent and Amendment, the Company may request in its sole discretion, and Perceptive has agreed to subscribe to purchase upon such request, an additional $25 million notes issuance (the “Tranche 2 Notes”) at any time before August 2, 2024 subject to the terms of the Note Purchase Agreement. Previously, the Company’s request for issuance of the Tranche 2 Notes was to be determined at Perceptive’s sole discretion. The Note Purchase Agreement was also amended to increase the applicable early redemption fee (as defined and further described under the Consent and Amendment). The repayment terms for the Tranche 2 Notes are the same as those previously disclosed pursuant to the Note Purchase Agreement.
Ellen Hukkelhoven, Ph.D., a member of the Company’s Board of Directors, is Head of Biotechnology Investments at Perceptive Advisors, LLC, an affiliate of Perceptive. Additionally, affiliates of Perceptive own, in the aggregate, more than 10% of the Company’s outstanding shares.
The foregoing description of the Consent and Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Consent and Amendment, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.
Item 2.02. | Results of Operations and Financial Condition. |
On August 10, 2023, the Company issued a press release announcing its financial results for the quarter ended June 30, 2023. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 2.02 and the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.
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 in Item 1.01 regarding the financial obligations under the Consent and Amendment and the Note Purchase Agreement is incorporated by reference into this Item 2.03.
