Current Report Filing (8-k)
November 26 2018 - 3:04PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
8-K
Current
Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 20, 2018
ENDOLOGIX, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-28440
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68-0328265
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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2 Musick, Irvine, CA 92618
(Address of principal executive offices, with zip code)
(949)
595-7200
(Registrants telephone number, including area code)
N/A
(Former name or
former address, if changed since last report)
Check the
appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (
see
General Instruction A.2. below):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this
chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§ 240.12b-2
of this chapter).
Emerging growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Amendment to Credit Agreement
On November 20, 2018
(the Agreement Date), Endologix, Inc. (the Company) entered into an amendment to its Credit Agreement (the Credit Amendment) with Deerfield ELGX Revolver, LLC and certain of its affiliates (collectively,
Deerfield), dated August 9, 2018 (the Credit Agreement) in order to permit the Company to incur debt pursuant to its promissory note with Japan Lifeline Co., Ltd. (JLL) under additional circumstances,
including, among other things, that there are no violations under the debt documents with JLL, the debt remain unsecured and the subordination agreement with JLL remain in full force and effect. In addition, the Credit Amendment provides that the
Company does not need to enter into a control agreement with Stifel, Nicolaus & Company, Incorporated (Stifel) under certain circumstances.
Amendment to Facility Agreement
Also on August 9,
2018, the Company entered into an amendment to its Amended and Restated Facility Agreement (the Facility Amendment) with Deerfield Private Design Fund IV, L.P. and certain of its related funds and affiliates (collectively,
Deerfield), dated August 9, 2018 (the Facility Agreement) in order to permit the Company to incur debt pursuant to its promissory note with JLL under additional circumstances, including, among other things, that there
are no violations under the debt documents with JLL, the debt remain unsecured and the subordination agreement with JLL remain in full force and effect. In addition, the Facility Amendment provides that the Company does not need to enter into a
control agreement with Stifel under certain circumstances.
The foregoing descriptions of the terms of the Credit Amendment and the Facility Amendment are
qualified in their entirety by reference to the text of such documents, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form
8-K.
Item 9.01
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Financial Statements and Exhibits.
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(d)
Exhibits
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Exhibit
No.
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Description
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10.1
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First Amendment to Credit Agreement, dated November 20, 2018, by and among Endologix, Inc. and ELGX Revolver, LLC and certain of its affiliates.
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10.2
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First Amendment to Amended and Restated Facility Agreement, dated November 20, 2018, by and among Endologix, Inc. and Deerfield Private Design Fund IV, L.P. and certain of its affiliates.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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ENDOLOGIX, INC.
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Date: November 26, 2018
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By:
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/s/ Vaseem Mahboob
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Vaseem Mahboob
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Chief Financial Officer
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