AYTU BIOPHARMA, INC : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance…
Item 1.01 Entry into a Material Definitive Agreement.
On March 24, 2023, Aytu BioPharma, Inc. ("Aytu" or the "Company") entered intoan Amendment No. 4 (the "Eclipse Amendment") to Loan and Security Agreementdated October 2, 2019 (as amended by Amendment No. 1, dated March 19, 2021,Amendment No. 2, dated January 26, 2022, and Amendment No. 3, dated June 1,2022, the "Eclipse Agreement"), by and among Neos Therapeutics, Inc., NeosTherapeutics Brands, LLC, Neos Therapeutics, LP, Neos Therapeutics Commercial,LLC, PharmaFab Texas, LLC (collectively, the "Neos Obligors"), as borrowers,Aytu Therapeutics, LLC, Innovus Pharmaceuticals, Inc., Semprae Laboratories,Inc., Novalere, Inc., and Delta Prime Savings Club, Inc. (collectively withAytu, the "Aytu Obligors" and, together with the Neos Obligors, the "Obligors"),as obligors, Eclipse Business Capital LLC (f/k/a Encina Business Credit, LLC),as agent, and the lenders party thereto (agent and such lenders, collectively,the "Eclipse Lender").
The Eclipse Amendment, among other things, provided for an aggregate increase of$2,000,000 to the Eclipse Lender's commitment to make revolving loans from timeto time to the Neos Obligors, resulting in an aggregate revolving facility sizeof $14,500,000 (such facility, the "Eclipse Facility"). The ability of the NeosObligors to make borrowings and obtain advances of revolving loans under theEclipse Facility remains subject to a borrowing base and reserve andavailability blockage requirements.
The foregoing description of the Eclipse Amendment is not complete and isqualified in its entirety by reference to the Eclipse Amendment, which Aytuintends to file with its upcoming Quarterly Report on Form 10-Q. The originalterms of the Eclipse Agreement and previous amendments were previously disclosedon Neos Therapeutics, Inc.'s Current Report on Form 8-K filed with theSecurities and Exchange Commission ("SEC") on October 3, 2019; the Company'sCurrent Report on Form 8-K filed with the SEC on March 22, 2021 ; andCompany's Current Report on Form 8-K filed with the SEC on January 31, 2022 ,which are incorporated by reference herein.
In connection with the Eclipse Amendment, on March 24, 2023, the Obligorsentered into the Second Amendment to Loan Documents (the "Avenue Amendment")amending that certain Loan and Security Agreement dated January 26, 2022 (asamended by the First Amendment, dated October 25, 2022, the "Avenue Agreement"),by and among the Obligors, Avenue Venture Opportunities Fund II, L.P. and AvenueVenture Opportunities Fund II, L.P., as lenders (the "Avenue Capital Lenders"),and Avenue Capital Management II, L.P., as administrative agent (the "AvenueCapital Agent").
The Avenue Amendment, among other things, permitted the increase in revolvingloan commitment provided by the Eclipse Lender under the Eclipse Facility asprovided for in the Eclipse Amendment.
The foregoing description of the Avenue Amendment is not complete and isqualified in its entirety by reference to the Avenue Amendment, which Aytuintends to file with its upcoming Quarterly Report on Form 10-Q. The originalterms of the Avenue Agreement were previously disclosed on the Company's CurrentReport on Form 8-K filed with the SEC on January 31, 2022 , which isincorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under anOff-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K isincorporated herein by reference.
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