- Current report filing (8-K)
July 02 2009 - 5:01AM
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): June 29, 2009
MIDDLEBROOK PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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000-50414
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52-2208264
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(State or other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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7 Village Circle, Suite 100, Westlake, Texas
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76262
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code:
(817) 837-1200
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(Former name or former address if changed since last report.)
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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:
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01.
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Entry into a Definitive Material Agreement.
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On June 29, 2009, MiddleBrook Pharmaceuticals, Inc. (MiddleBrook) and Silicon Valley Bank (SVB) entered into a
Loan and Security Agreement, dated June 29, 2009 (the Loan Agreement), pursuant to which MiddleBrook obtained a
secured revolving credit from SVB with borrowing availability up to $10,000,000.
The Loan Agreement provides for a working capital-based revolving line of credit (the Revolving Line) in an
aggregate amount of up to the lesser of (i) $10.0 million, or (ii) 80% of eligible domestic accounts receivable plus
35% of eligible domestic inventory, with total inventory advances capped at the lesser of (a) 25% of overall
outstanding disbursements under the Revolving Line or (b) $1.0 million. The Revolving Line is subject to (i) a $2.0
million sublimit available for cash management features and lines of credit, and (ii) a $2.0 million sublimit for
foreign exchange contracts. The Revolving Line matures on June 28, 2011.
Amounts advanced under the Revolving Line bear interest at an annual rate equal to the prime rate plus 1.00% (with
a rate floor of 5.00%), provided that the annual rate applicable to the Revolving Line increases to an annual rate
equal to the prime rate plus 2.00% (with a rate floor of 6.00%) if MiddleBrooks liquidity falls below $15.0 million.
Interest on the Revolving Line is due monthly, with the balance due at the maturity date.
The obligations under the Loan Agreement are secured by a security interest on substantially all of Middlebrooks
assets, excluding intellectual property, except that the collateral includes all accounts and all proceeds of
MiddleBrooks intellectual property. The Loan Agreement contains certain restrictive loan covenants, including, among
others, financial covenants requiring a minimum tangible net worth, and covenants limiting MiddleBrooks ability to
dispose of assets, make acquisitions, be acquired, incur indebtedness, grant liens or enter into negative pledge
agreements, make investments, make distributions in respect of MiddleBrooks capital stock (including repurchases of
such capital stock) or enter into transactions with affiliates. The Loan Agreement also contains events of default that
include, among others, failure to make payments when due, inaccuracy of representations and warranties, violation of
covenants, events constituting a material adverse change, bankruptcy and insolvency events, material judgments, and
cross defaults to certain other agreements. The occurrence of an event of default could result in the acceleration of
MiddleBrooks obligations under the Loan Agreement and an increase to the applicable interest rate, and would permit
SVB to exercise remedies with respect to the collateral under the Loan Agreement.
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Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant.
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The information disclosed in Item 1.01 above is incorporated herein by reference.
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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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Loan and Security Agreement, dated June 29, 2009, by and between the Registrant and Silicon Valley Bank.
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99.1
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Press Release dated July 1, 2009.
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3
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.
MIDDLEBROOK PHARMACEUTICALS, INC.
Date: July 1, 2009
By:
/
s/ Dave
Becker
Dave Becker
Executive Vice President and Chief
Financial Officer
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INDEX TO EXHIBITS
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Exhibit
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Description
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10.1
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Loan and Security Agreement, dated June 29, 2009, by and between the
Registrant and Silicon Valley Bank.
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99.1
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Press Release dated July 1, 2009.
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5
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