Looks like Cully never paid up(figures) and just extended it.
Savara Inc. mentioned at least 7 times in contract.
Sure they knew they would never get money out of Cully anyway.
SECTION 4. Amendments to Loan Agreement. Subject to all of the terms and conditions set forth in this Amendment, Borrower, Agent and Lender hereby agree to the following amendments to the Loan Agreement.
(A) The Loan Agreement is hereby amended by adding a new Section 7.17 to the Loan Agreement, such section to read as follows:
“7.17Cash Covenant.
(a)Borrower shall, at all times from and after the Effective Time under that certain Agreement and Plan of Merger and Reorganization, dated January 6, 2017, among Borrower, Victoria Merger Corp., a Delaware corporation, and Savara Inc., a Delaware corporation (“Savara”), maintain in one or more U.S.-domiciled accounts in the name of Borrower and subject to an Account Control Agreement unrestricted cash equal to at least $4,000,000 (the “Minimum Cash Amount”); provided, however, (i) the Minimum Cash Amount shall be reduced to $2,000,000 upon Borrower’s achievement of the First Financing Milestone, and (ii) if Borrower achieves the Second Financing Milestone, the cash covenant set forth in this Section 7.17 shall not apply to Borrower from and after the date the Second Financing Milestone is achieved.
(b)For purposes of the Agreement:
(i)
“First Financing Milestone” means the receipt by Borrower, a Qualified Subsidiary and/or Savara of aggregate net cash proceeds of at least $6,000,000 from the sale and issuance of equity securities and/or Qualified Indebtedness (or a combination thereof) after January 6, 2017 and on or before April 30, 2017.
(ii)
“Qualified Indebtedness” means (x) Subordinated Indebtedness of Borrower and its Qualified Subsidiaries and (y) Subordinated Indebtedness or Indebtedness of Savara; provided that any Indebtedness incurred by Savara prior to the Effective Time that is not Subordinated Indebtedness shall only constitute “Qualified Indebtedness” if such Indebtedness is subject to a subordination agreement (in a form acceptable to Agent) that will result in such Indebtedness becoming Subordinated Indebtedness immediately upon the Effective Time without any further action required on the part of the applicable lender(s).
(iii)
“Second Financing Milestone” means the receipt by Borrower, a Qualified Subsidiary and/or Savara of aggregate net cash proceeds of at least $20,000,000 from any or all (including any combination thereof) of (x) the sale and issuance of equity securities and/or Qualified Indebtedness and/or (y) the receipt of financing from such other financing sources (including grant amounts) approved by Agent in its reasonable discretion, and in each case to the extent actually received by Borrower, a Qualified Subsidiary or Savara after January 6, 2017 and on or prior to August 31, 2017 (it being agreed that (A) grant amounts shall be considered actually received if such amounts are fully-committed, irrevocable and scheduled to be funded during 2017 and (B) the aggregate net cash proceeds of any offering that satisfies the requirements of the First Financing Milestone shall be counted in determining whether the Second Financing Milestone has been met).”
AI
