LumiraDx Ltd Form 6-K Due: June 21

0

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

On June 17, 2022, LumiraDx Investment Limited, one of the subsidiaries of LumiraDx Limited (the “Company”), entered into a second amendment to this loan agreement, dated March 23, 2021 (as amended from time to time, the “Loan Agreement”), with BioPharma Credit Investments V (Master) LP and BPCR Limited Partnership, as lenders, and BioPharma Credit PLC (collectively, “Pharmakon”), as collateral agent, to provide, among others, revisions to the minimum net sales and minimum liquidity covenants in the Loan Agreement (the “Amendment”).

Pursuant to the Amendment, the minimum net sales clause in the Loan Agreement, tested on a quarterly basis at the end of each fiscal quarter with respect to each 12 months period, has been revised to require at least (i) $375.0 million in net sales during the June 30, 2022 test, (ii) $400.0 million in net sales during the September 30, 2022 test, and ( (iii) $500.0 million in net sales when tested at the end of each fiscal quarter thereafter through December 31, 2023 inclusive; provided however that if the Company completes a Qualifying Financing (as defined in the Amendment) on or before September 30, 2022, the minimum net sale clause, tested on a quarterly basis at the end of each fiscal quarter with respect to each 12 months period will be as follows:

End of term

Net sales (millions)

June 30, 2022

$ 375.0

September 30, 2022

$ 300.0

December 31, 2022

$ 240.0

March 31, 2023

$ 275.0

June 30, 2023

$ 325.0

September 30, 2023

$ 375.0

December 31, 2023

$ 500.0

If the Company completes Eligible Funding after September 30, 2022 but no later than December 31, 2022, the minimum net sales thresholds indicated in the table above from December 31, 2022 will apply. There can be no assurance that, given the unpredictability of demand for our COVID-19[feminine] tests, we will be able to meet the minimum net sales thresholds set out in the Addendum.

The amendment also provides that with respect to test dates following qualifying funding that occurs on or before December 31, 2022, the minimum net sale thresholds referenced above do not apply as long as we maintain a minimum liquidity level of at least $400.0. million throughout the previous fiscal quarter (tested on the 15th and last day of each calendar month).

The Amendment also includes a minimum level of liquidity which the Company is required to maintain as follows: (a) prior to Eligible Funding occurring on or before 31 December 2022 (or if such Eligible Funding does not occur), at minus $40.0 million, tested monthly at the end of each calendar month; and (b) following qualifying funding that occurs on or before December 31, 2022, at least $75.0 million, tested on both the 15th day and the last day of each calendar month.

In exchange for the changes to the covenants described above, the Company has agreed to an increase in facility fees payable to Pharmakon on any repayment, including prepayment, of amounts borrowed under the Loan Agreement and has agreed to change the exercise price of 1,485,848 outstanding warrants to purchase common shares of the Company which are held by BioPharma Credit Investments V (Master) LP and BioPharma Credit PLC (the “Pharmakon Warrants”). The Pharmakon warrants were issued with an initial exercise price equal to $10.00 per common share (adjusted for stock splits, stock dividends, reorganizations, recapitalizations and others). As part of the amendment described above, the instrument governing the Pharmakon warrants was amended to increase the exercise price per common share from $10.00 to, in the case of a qualifying financing completed no later than December 31, 2022, a price equal to the lower of the offer price to investors in such qualifying financing or the daily volume-weighted average price of the common stock calculated on a ten-day Nasdaq trading basis ending on the trading day immediately preceding the announcement of an eligible financing Financing. If a qualifying financing has not been completed by December 31, 2022, the amended exercise price of the Pharmakon Warrants would be determined based on the daily volume-weighted average price per share of the common stock calculated based on the ten Nasdaq trading days ending December 31, 2022.

Share.

Comments are closed.