Alpha Teknova, Inc. 10-Q

Item 5 . Other Information. Amendment to the Credit Agreement On November 8, 2022, we entered into amendments (which we refer to collectively as Amendment No. 1) to (i) our May 10, 2022, Amended and Restated Credit and Security Agreement (Term Loan) (which we refer to as the Term Loan Credit Agreement) and (ii) our May 10, 2022, Amended and Restated Credit and Security Agreement (Revolving Loan) (which we refer to as the Revolving Loan Credit Agreement and, together with the Term Loan Credit Agreement, the Credit Agreement), in each case with us as borrower and with MidCap Financial Trust (whom we refer to as MidCap) as agent and lender, and the additional lenders from time to time party thereto. Amendment No. 1 modifies the credit facility established under the Credit Agreement (which we refer to as the Credit Facility or, as amended by Amendment No. 1, the Amended Credit Facility), consisting of a $52.135 million senior secured term loan (which we refer to as the Term Loan or, as amended by Amendment No. 1, the Amended Term Loan) and a $5.0 million working capital facility (which we refer to as the Revolver or, as amended by Amendment No. 1, the Amended Revolver). Amendment No. 1 gave the lenders discretion over whether to lend us, if requested, the $10.0 million in borrowing that was previously guaranteed to be available to us under the Term Loan in the first half of 2023, subject to certain covenants and conditions. Effective December 1, 2022, Amendment No. 1 modifies the Credit Facility by replacing the LIBOR-based interest rate with an interest rate based on the forward-looking one-month term Secured Overnight Financing Rate adjusted upward by 0.10% (which we refer to as Term SOFR). Interest on the Amended Term Loan is equal to Term SOFR plus 6.45%, with a Term SOFR floor of 1.00%. Interest on the Amended Revolver is equal to Term SOFR plus 3.75%, with a Term SOFR floor of 1.00%. Amendment No. 1 also increased by one percentage point the prepayment fee percentage multiplier applicable if any advance under the Amended Term Loan is prepaid at any time. In addition, at the end of the Amended Term Loan, the Company will pay an exit fee of 7%, an increase from the previous 5%, of the total aggregate principal amount of loans made under the Term Loan Credit Agreement (including amendments thereto). The Credit Agreement includes minimum net revenue requirements which are measured on a trailing twelve-month basis. Amendment No. 1 reduced these requirements for all future periods—for example, for the twelve months ending December 31, 2022, our minimum net revenue requirement was reduced from $42.5 million to $38.0 million. Other than the modifications described in this Item 5, the Credit Agreement continues unmodified in all other material respects. This summary of Amendment No. 1 does not purport to be complete and is subject to, and qualified in its entirety by, the full text of Amendment No. 1 to the Term Loan and Amendment No. 1 to the Revolver, which are filed as Exhibit 10.2 and Exhibit 10.4, respectively, to this Quarterly Report on Form 10-Q. 68 Item 6 . Exhibits. Exhibit Number Description 3.1 Amended and Restated Certificate of Incorporation of Alpha Teknova, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 29, 2021). 3.2 Amended and Restated Bylaws of Alpha Teknova, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 29, 2021) . 4.1 Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-256795 filed with the SEC on June 21, 2021). 4.2 Investors’ Rights Agreement, dated as of January 14, 2019, by and among Alpha Teknova, Inc., and certain of its stockholders (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-256795 filed with the SEC on June 4, 2021). 10.1# Amended and Restated Credit and Security Agreement (Term Loan), dated as of May 10, 2022, by and among Alpha Teknova, Inc. and MidCap Financial Trust, as agent and as a lender, and the additional lenders from time to time party thereto (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the SEC on May 11, 2022). 10.2* Amendment No. 1, dated as of November 8, 2022, to the Amended and Restated Credit and Security Agreement (Term Loan), dated as of May 10, 2022, by and among Alpha Teknova, Inc. and MidCap Financial Trust, as agent and as a lender, and the additional lenders from time to time party thereto. 10.3# Amended and Restated Credit and Security Agreement (Revolving Loan), dated as of May 10, 2022, by and among Alpha Teknova, Inc. and MidCap Financial Trust, as agent and as a lender, and the additional lenders from time to time party thereto (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed with the SEC on May 11, 2022). 10.4* Amendment No. 1, dated as of November 8, 2022, to the Amended and Restated Credit and Security Agreement (Revolving Loan), dated as of May 10, 2022, by and among Alpha Teknova, Inc. and MidCap Financial Trust, as agent and as a lender, and the additional lenders from time to time party thereto. 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. 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 and 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 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 (embedded within the Inline XBRL document) * Filed herewith. # Non-material schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the SEC. 69 SIG NATURES 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. ALPHA TEKNOVA INC. Date: November 14, 2022 By: /s/ STEPHEN GUNSTREAM Stephen Gunstream President and Chief Executive Officer (Principal Executive Officer) Date: November 14, 2022 By: /s/ MATTHEW LOWELL Matthew Lowell Chief Financial Officer (Principal Financial Officer) 70