UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-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): July 1, 2015
EMISPHERE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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| DELAWARE | | 000-17758 | | 13-3306985 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | |
4 Becker Farm Road
Roseland, NJ | | 07068 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: 973-532-8000
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-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 Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
(a) On July 1, 2015, Emisphere Technologies, Inc. (the “Company”) borrowed $2.0 million in original principal amount on its $20.0 million secured credit facility governed by (i) the Loan Agreement, dated as of August 20, 2014, by and between the Company and MHR Capital Partners Master Account LP and affiliated funds (the “Lenders”) (the “Loan Agreement”), (ii) the Amended and Restated Pledge and Security Agreement, dated as of August 20, 2014, by and between the Company and MHR Institutional Partners IIA LP (the “Security Agreement”), and (iii) the Royalty Agreement, dated as of August 20, 2014, by and between Emisphere Technologies, Inc. and the Lenders (the “Royalty Agreement”, and together with the Loan Agreement and Security Agreement, the “Financing Documents”). For a summary of the material terms of the Financing Documents, which is incorporated into this Item 2.03 by reference, see Item 1.01 of the Company’s Current Report on Form 8-K filed on August 21, 2014.
Except with respect to certain borrowings that may be incurred under the Loan Agreement if there is insufficient cash to pay royalties that become due under the Royalty Agreement, after all amounts of principal and interest have previously been paid in full, borrowings under the Loan Agreement will mature on the earlier of (a) December 31, 2019 and (b) 30 days after the end of any fiscal year in which the Company’s cash (plus certain cash expenditures during such fiscal year that are unrelated to its oral Eligen® B12 Rx product (“B12”) or related products) as of the end of such fiscal year (subject to certain permitted deductions) is more than three times the principal amount of borrowings under the Loan Agreement as of the end of such fiscal year. The annual interest rate on the Company’s borrowings under the Loan Agreement is 13% compounded monthly, and will be payable in kind and in arrears on June 30 and December 31 of each year up to and including the maturity date by increasing the outstanding principal amount of Loan by the amount of each such interest payment, subject to increase in the event of a default. The proceeds of this borrowing will be used for the development, manufacturing, marketing and sales of B12.
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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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| | | | | | Emisphere Technologies, Inc. |
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| July 8, 2015 | | | | By: | | /s/ Michael R. Garone |
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| | | | | | Name: Michael R. Garone |
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| | | | | | Title: Chief Financial Officer |
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