MUSTANG BIO, INC. : Entering a Material Definitive Agreement, Financial Statements and Supporting Documentation (Form 8-K)
Section 1.01 Entering into a Material Definitive Agreement.
loan and guarantee agreement (the “loan agreement”) with Runway Growth Finance Corp. (NASDAQ: RWAY) (“Runway”), the proceeds of which will be used to support ongoing clinical development of key investigational product candidates in Mustang’s pipeline and for general working capital purposes. Under the loan agreement,
Each loan will mature on
Each loan bears interest at a variable annual rate equal to 8.75% plus the greater of (i) 0.50% and (ii) the three-month LIBOR rate for
At its discretion, upon ten days written notice to Runway, Mustang may prepay all Loans in an amount equal to the sum of (i) all outstanding principal plus accrued and unpaid interest, (ii) fees prepayment (as defined in the Loan Agreement), (iii) the Final Payment (as defined in the Loan Agreement) and (iv) all other sums due and payable, including interest at the Default Rate (as defined in the Loan Agreement), if applicable.
Each Loan is secured by a lien on substantially all of Mustang’s assets, other than Intellectual Property and Excluded Collateral (in each case, as defined in the Loan Agreement). The terms of the loan agreement contain customary covenants and representations, including a liquidity clause, a financial reporting clause and limitations on dividends, indebtedness, guarantees, investments, distributions, transfers , mergers or acquisitions, taxes, corporate changes, depository accounts and subsidiaries.
Events of default under the Loan Agreement include, without limitation and subject to customary grace periods, (1) Mustang’s failure to make payments of principal or interest in under the Loan Agreement, promissory notes, or other loan documents, (2) Mustang’s breach or default in performing any covenant under the Loan Agreement, (3) the occurrence of an event or circumstance that could reasonably be expected to have a material adverse effect, (4) certain seizures or judgments of Mustang’s assets, (5) the insolvency or bankruptcy of Mustang , (6) the occurrence of any material default under certain agreements or obligations of Mustang involving indebtedness in excess of
Pursuant to the Loan Agreement, Mustang issued a warrant (the “Warrant”) to Runway to purchase 748,036 shares of Mustang common stock with an exercise price of
Item 9.01. Financial statements and supporting documents.
The following documents are attached:
Exhibit Number Description 4.1 Warrant to Purchase Common Stock issued
March 4, 2022, by Mustang Bio, Inc.to Runway Growth Finance Corp. 99.1 Loan and Security Agreement, dated March 4, 2022, by and between Mustang Bio, Inc., Runway Growth Finance Corp. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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