Item 5. Other Information
Item 5. Other Information.
On May 12, 2023, the Company entered into that certain First Amendment to Credit Agreement, by and among the Company, as the borrower, the financial institutions party thereto from time to time as lenders, and SWK Funding LLC, in its capacity as administrative agent (the “Agent”) (the “Amendment”). The Amendment amends the Credit Agreement, dated August 10, 2022, by and among the Company, the financial institutions party thereto from time to time as lenders, and the Agent (as amended, modified or restated from time to time, the “SWK Loan Facility Agreement”).
Pursuant to the Amendment, the exit fee payable upon loan maturity or the earlier repayment in full of all outstanding obligations under the SWK Loan Facility Agreement was modified to be an amount equal to 6.5% of the aggregate principal amount funded prior to termination plus $62,500. In addition, the Amendment modified the minimum liquidity covenant applicable to the Company under the SWK Loan Facility Agreement, and now requires the Company to maintain a minimum liquidity of at least $5.0 million until August 15, 2023 (which date may be extended by the Agent, in its commercially-reasonable discretion, to November 15, 2023), and after such date, a minimum liquidity of at least the greater of (i) $5.0 million, and (ii) the sum of the operating cash burn (as defined in the SWK Loan Facility Agreement) for the two prior consecutive fiscal quarters then ended.
The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.4 to this Quarterly Report.
38
Table of Contents
Item 6. Exhibits.
Exhibit
Number
Description
Form
File No.
Exhibit
Filing Date
Filed/ Furnished Herewith
3.1
Restated Certificate of Incorporation of Aziyo Biologics, Inc.
8-K
001-39577
3.1
10/13/2020
3.2
Amended and Restated Bylaws of Aziyo Biologics, Inc.
8-K
001-39577
3.2
10/13/2020
4.1
Second Amended and Restated Investor Rights Agreement, dated as of March 14, 2020, among the Registrant and the investors named therein
S-1
333-248788
4.1
09/14/2020
4.2
Specimen stock certificate evidencing the shares of Class A common stock
S-1
333-248788
4.2
09/14/2020
4.3
Specimen stock certificate evidencing the shares of Class B common stock
S-1/A
333-248788
4.3
09/30/2020
4.4
Warrant to Purchase Stock, issued on August 10, 2022, by Aziyo Biologics, Inc.to SWK Funding LLC .
8-K
001-39577
4.1
08/15/2022
10.1#
Credit Agreement, dated as of August 10, 2022, between Aziyo Biologics, Inc. and SWK Funding LLC, as Agent and the Lenders from time to time party thereto
8-K
001-39577
10.1
08/15/2022
10.2
Amendment Letter, dated as of October 9, 2022 to Credit Agreement, dated as of August 10, 2022, between Aziyo Biologics, Inc. and SWK Funding LLC, as Agent and the Lenders from time to time party thereto
8-K
001-39577
10.1
10/13/2022
10.3
Amendment Letter, dated as of November 10, 2022 to Credit Agreement, dated as of August 10, 2022, between Aziyo Biologics, Inc. and SWK Funding LLC, as Agent and the Lenders from time to time party thereto (as amended by the Amendment Letter dated as of October 9, 2022)
10-Q
001-39577
10.3
11/14/2022
10.4
First Amendment, dated as of May 12, 2023, to the Credit Agreement, dated August 10, 2022, by and among Aziyo Biologics, Inc., SWK Funding LLC, as Agent and the Lenders from time to time party thereto
*
10.5
Form of Restricted Stock Unit Award Agreement (approved August 2022)
10-Q
001-39577
10.4
11/14/2022
31.1
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*
39
Table of Contents
31.2
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*
32.1
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
**
32.2
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
**
101.INS
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
*
101.SCH
Inline XBRL Taxonomy Extension Schema Document
*
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
*
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
*
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
*
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
*
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*
* Filed herewith.
** Furnished herewith.
# Annexes, schedules and exhibits have been omitted pursuant to Item 601(a)(5)(b)(2) of Regulation S-K. The Registrant hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the SEC upon request.
40
Table of Contents
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 thereunto duly authorized.
AZIYO BIOLOGICS, INC.
Date: May 12, 2023
By:
/s/ C. Randal Mills
C. Randal Mills
President and Chief Executive Officer
(principal executive officer)
Date: May 12, 2023
By:
/s/ Matthew Ferguson
Matthew Ferguson
Chief Financial Officer
(principal financial officer and principal accounting officer)
41
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.