Singular Genomics: Silicon Valley Bank Debt Refinancing (Form 8-K)

Silicon Valley Bank debt refinancing

On September 30, 2021 (the “Closing Date”), Singular Genomics Systems, Inc. (the “Company”) refinanced its existing loan with Silicon Valley Bank (the “Lender”). In connection with this refinancing, the Company, as the borrower, entered into an amended and restated loan and guarantee agreement (the “Loan and Guarantee Agreement”) with the lender. The loan and guarantee agreement amends and restates the Company’s loan and guarantee agreement, dated November 19, 2019, entered into by and between the Company and the lender (the “Previous Loan Agreement”).

Rising. The Loan and Guarantee Agreement provides for term loans with an aggregate principal amount of up to $ 35.5 million to be made in three tranches (“Term Loans”). The tranches consist of: (i) a term loan advance (the “First Tranche”) to the Company in the aggregate principal amount of $ 10.5 million at the loan closing date; (ii) an additional term loan advance (the “second tranche”) available to the Company until September 30, 2022 in an aggregate principal amount of $ 15.0 million; and (iii) subject to the approval of the Lender, the Company’s right to request that the Lender provide an additional term loan advance (the “Third Tranche”) to the Company in the aggregate principal amount of 10 , 0 million dollars. The proceeds of the First Tranche were used to fully repay the existing debt under the Pre-Lender Loan Agreement. The Company intends to use the remainder of the proceeds from the term loans for working capital and other general corporate purposes.

Maturity. The term loans mature on September 1, 2026 (the “Maturity Date”).

Interest rate and amortization. The principal balance of term loans bears interest at an annual rate equal to the greater of (a) 0.75% plus the prime rate as indicated in The Wall Street Journal and (b) 4.00%. Borrowings under the Loan and Guarantee Agreement are repayable in monthly interest payments until September 30, 2024. After the interest payment period only, borrowings under the Loan and Guarantee Agreement are repayable. collateral are repayable in twenty-four equal monthly installments of principal and accrued interest. .

Final payment. The Company will pay 4.00% of the advanced amount of the Term Loans, due on the first maturity date or upon termination of the Loan Facility (the “Final Payment”).

Prepayment charge. The Company may, at its option, at any time, prepay all, but not less than all, term loans by paying the outstanding principal balance plus accrued and unpaid interest, subject to a premium of early repayment equal to: (i) 3.0% of the principal amount outstanding if the early repayment takes place before September 30, 2022; (ii) 2.0% of the unpaid capital if the early repayment takes place on or after September 30, 2022 but before September 30, 2023; or (iii) 1.0% of the unpaid principal if the early repayment takes place on or after September 30, 2023 but before the due date. Any such prepayment must be accompanied by a payment of the part in proportion to the final payment due under term loans in prepayment.

Security. The obligations of the Company are secured by a first priority lien on substantially all of the Company’s assets other than the Company’s intellectual property, with negative collateral on the Company’s intellectual property.

Alliances; Representations and guarantees; Other provisions. The loan and guarantee agreement contains customary declarations, guarantees and commitments, including commitments limiting the Company’s ability to, inter alia: incur additional debts; incur additional privileges (including a negative pledge on intellectual property); carry out mergers, acquisitions and consolidations; proceed with asset sales; make investments and loans; engage in certain business changes; carry out transactions with affiliates; declare dividends and make other distributions; and make payments on certain other debts. The Loan and Guarantee Agreement also contains customary restrictive covenants requiring the Company, among other things, to provide certain financial reports to the lender, comply with applicable laws and regulations and maintain customary insurance policies.

Default provisions. The Loan and Guarantee Agreement provides for the usual events of default for term loan facilities of this type, including, but not limited to: default; breaches or breaches of the performance of commitments or declarations and guarantees; bankruptcy and other insolvency events of the Company; the occurrence of a material adverse change as defined in the loan and guarantee agreement; and cross defaults with certain major agreements, subordinated debts, major judgments and foreclosures. After the occurrence of an event of default, the Lender may: (i) expedite the payment of all obligations; (ii) require certain payments or deposits from the Company and perform all acts necessary to complete their security on the assets of the Company; or (iii) notify one of the debtors of the Company’s account to make payment directly to the lender.

The foregoing description of the Loan and Guarantee Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the Loan and Guarantee Agreement, including a copy, subject to any applicable confidentiality. , will be filed as an attachment to the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2021.

The information provided in section 1.01 of this current report on Form 8-K is incorporated by reference in this section 2.03.