KEMPHARM, INC: Entering into a material definitive agreement, consummating the acquisition or disposition of assets, creating a direct financial obligation or an obligation under an off-balance sheet arrangement of a registrant , financial statements and exhibits (Form 8-K)

Item 1.01. Conclusion of a significant definitive agreement.

On May 31, 2022, Kem Pharm, Inc. (“KemPharm” or the “Company”), a Delaware
company, and Améris Bankas a lender, entered into a US$20.0 million
revolving loan agreement (the “loan agreement”). The proceeds of the revolving credit facility provided for in the loan agreement are to be used for general corporate purposes. Loans under the Loan Agreement will bear interest at forward SOFR (as defined in the Loan Agreement) plus 1.60%, with a forward SOFR floor of 0.00%.

The revolving facility under the loan agreement is secured by a perfected security interest in deposit accounts. The revolving facility under the loan agreement is subject to customary restrictive and positive covenants.

The last due date for loans under the Loan Agreement is May 31, 2025. The loan agreement contains customary events of default that could cause loans to accelerate, including cross defaults, bankruptcies and defaults.

The foregoing description of the Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the Loan Agreement, which is filed as Exhibit 10.1 herein, and is incorporated by reference into this current report. on Form 8-K.

Section 2.01. Completion of acquisition or disposal of assets.

On May 31, 2022the Company, through KemPharm Denmark A/S (the “Buyer”), a newly established Danish company and wholly owned subsidiary of KemPharmcompleted the acquisition from Orphazyme A/S as part of a restructuring, a Danish public limited company (“Orphazyme”) of all of Orphazyme’s assets and operations related to arimoclomol and settled all actual debts unpaid debts of Orphazyme towards its creditors with a cash payment of US$12.8 million (the “Asset Purchase”), pursuant to the previously announced Asset Purchase Agreement (the “Purchase Agreement”) with Orphazyme, dated May 15, 2022by and between the Company, the Buyer and Orphazyme.

Section 2.03. Creation of a Direct Financial Obligation or an Obligation under a

           Off-Balance Sheet Arrangement of a Registrant.


The information set out above in point 1.01 is incorporated by reference in this point 2.03.

Section 9.01. Financial statements and supporting documents.

(a) Financial statements of acquired businesses.

Financial statements required to be filed under Item 9.01(a) of this current report on Form 8-K shall be filed by amendment to this current report on Form 8-K no later than 71 days after the date on which this current report on Form 8-K must be filed.

(b) Pro forma financial information.

Pro forma financial information required to be filed under Section 9.01(b) of this Current Report on Form 8-K shall be filed by amendment to this Current Report on Form 8-K no later than 71 days after the date on which such current report The report on Form 8-K must be filed.

(d) Exhibits



Exhibit
  No.       Description

10.1          Revolving Loan Agreement dated May 31, 2022 by and among KemPharm,
            Inc. and Ameris Bank, as lender.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

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