Item 1.02. Termination of Material Definitive Agreement.
On April 21, 2023 Aptinyx, Inc. (the "Company") completed voluntary prepayment
of all outstanding principal, accrued and unpaid interest, fees, costs and
expenses, equal to $27.4 million in the aggregate (the "Payoff Amount"), under
the Loan and Security Agreement (the "Loan Agreement"), dated as of September
15, 2021 by and among the Company, the several banks and other financial
institutions or entities from time to time parties to the Loan Agreement
(collectively, the "Lenders"), and K2 HealthVentures LLC, in its capacity as
administrative agent and collateral agent for itself and the Lenders. The Payoff
Amount includes a prepayment charge of $0.8 million equal to 3.0% of the
outstanding principal, and an exit fee of $1.6 million. Upon receipt by the
Lender of the Payoff Amount on April 21, 2023, all obligations, covenants, debts
and liabilities of the Company under the Loan Agreement were satisfied and
discharged in full, and the Loan Agreement and all other documents entered into
in connection with the Loan Agreement were terminated.
The Loan Agreement provided for a term loan with aggregate maximum borrowings of
up to $50.0 million (the "Term Loan"). Under the Loan Agreement, the Company
borrowed $25.0 million. The Term Loan bore interest at a variable annual rate
equal to the greater of (i)(a) 4.70% plus (b) the Prime Rate (as reported in the
Wall Street Journal) and (ii) 7.95%. Interest-only payments on the borrowings
under the Loan Agreement were due through September 1, 2023. After the
interest-only payment period, borrowings under the Loan Agreement were due in
equal monthly payments of principal and accrued interest until September 1,
2025.
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