Impel NeuroPharma: Creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a holder (Form 8-K)

As previously disclosed, Impel NeuroPharma Inc. (the “Companyâ€) entered into a loan and guarantee agreement (the “Agreementâ€), dated July 2, 2021 (the “Closing Dateâ€), with Oxford Finance LLC ( “Oxford”), as guarantee agent and lender, and Silicon Valley Bank (“SVB”), as lender (in conjunction with Oxford, the “Lendersâ€) pursuant to which a term loan of up to $ 50.0 million in principal has been made available to the Company. Under the agreement, a term loan of $ 20.0 million was previously funded at the closing date, leaving two additional term loan advances of $ 10.0 million and $ 20.0 million. available under the agreement after the closing date.

On September 30, 2021, the Company elected to draw down the second advance of $ 10.0 million on the term loan under the Agreement (the “B Term Loanâ€). Immediately following this drawdown of $ 10.0 million, borrowing capacity of $ 20.0 million remained available under the agreement, subject to the terms and conditions set forth therein.

In addition, under Term Loan B, the Company issued the lenders’ warrants to purchase 23,166 common shares of the Company at an exercise price per share of $ 12.95 (the ” “). The warrants may be exercised for 10 years from the date of issue.

The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement which was filed as Exhibit 10.4 of the Quarterly Report on Form 10-Q filed by the Company on August 16, 2021.

The information set out in Section 2.03 above relating to the Warrants is incorporated by reference in this Section 3.02. The issuance of the warrants and the issuance of the ordinary shares of the Company underlying the warrants will be carried out on the basis of the exemption from registration contained in section 4 (a) (2) of the Securities Act of 1933, as amended.

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