Item 1.02 Termination of a Material Definitive Agreement.
On May 19, 2023, Sigilon Therapeutics, Inc. (the “Company”) voluntarily repaid all outstanding principal, accrued and unpaid interest, fees, costs and expenses, equal to $16.4 million in the aggregate (the “Payoff Amount”), under the Loan and Security Agreement dated as of September 2, 2020 (the “Loan Agreement”) by and among the Company, the several banks and other financial institutions or entities from time to time parties to the Loan Agreement (collectively, the “Lenders”), and Oxford Finance LLC, in its capacity as collateral agent for the Lenders (the “Agent”). The Payoff Amount includes a final payment charge of 3.5% of the original principal amount of the term loan that was funded. Upon receipt by the Agent of the Payoff Amount on May 19, 2023, all obligations, covenants, debts and liabilities of the Company under the Loan Agreement were satisfied and discharged in full, and the Loan Agreement and all other obligations of the Company under the Loan Agreement were terminated.
The Loan Agreement initially provided for borrowings of up to $20.0 million under a closing date term loan (the “Term A Loan”), as well as additional borrowings of up to an aggregate of $5.0 million, under an additional delayed draw term loan (the “Term B Loan”). Under the Loan Agreement, the Company borrowed $20.0 million in September 2020. The Company did not elect to borrow the additional $5.0 million under the Term B Loan and the option to borrow under the Term B Loan had expired. Borrowings under the Loan Agreement bore interest at an annual rate equal to the greater of (i) 8.40% and (ii) the sum of the thirty-day U.S. Dollar LIBOR rate reported in the Wall Street Journal plus 8.23%, and were repayable in monthly interest only payments through September 2022 and in equal monthly payments of principal plus accrued interest from October 2022 until the maturity date in September 2025.
Repayment of the Company’s borrowings under the Loan Agreement is expected to result in interest savings under the Loan Agreement, net of fees, costs and expenses, compared to the term loan remaining outstanding through its maturity date. The Company continues to expect that its cash, cash equivalents and marketable securities as of March 31, 2023 of $56.4 million would be sufficient to fund the Company’s operating expenses and capital expenditures requirements into 2025.
This report includes forward-looking statements. These forward-looking statements generally can be identified by the use of words such as “expect,” “will” and other words of similar meaning. These forward-looking statements address various matters, including the Company’s expected cash runway. Each forward-looking statement contained in this Current Report on Form 8-K is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. Applicable risks and uncertainties include, among others, that the Company may incur unexpected costs, and the risks identified under the heading “Risk Factors” in the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2023, and filed with the Securities and Exchange Commission (the “SEC”), as well as the other information the Company files with the SEC. The Company cautions investors not to place considerable reliance on the forward-looking statements contained in this report. The forward-looking statements in this report speak only as of the date of this report, and the Company undertakes no obligation to update or revise any of these statements, except as required by law.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 22, 2023, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to its Fifth Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware to effect a reverse stock split of the Company’s issued and outstanding common stock, par value $0.001 (the “Common Stock”), at a ratio of 1-for-13. As discussed below, on May 19, 2023, the Company’s stockholders had approved a proposal to amend the Certificate of Incorporation in accordance with the Certificate of Amendment at the annual meeting of stockholders (the “Annual Meeting”). The Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K. The Company expects that upon the opening of trading on May 23, 2023, the Common Stock will begin trading on a post-split basis under CUSIP number 82657L206.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 19, 2023, the Company held the Annual Meeting. The following is a brief description of each proposal voted upon at the Annual Meeting and the final voting results for each such proposal.
Proposal 1: Election of Directors
