Bluebird Bio Inc.
08/30/2024 | Press release | Distributed by Public on 08/30/2024 14:05
Material Agreement Form 8 K
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Item 1.01
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Entry into a Material Definitive Agreement.
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On August 29, 2024, bluebird bio, Inc. (the "Company") entered into an amendment (the "Fourth Amendment") to its Loan and Security Agreement, dated as of March 15, 2024, as amended on April 30, 2024, July 9, 2024 and August 13, 2024 (the "LSA"), by and among the Company, the several banks and other financial institutions or entities party thereto, as lenders (collectively, the "Lenders"), and Hercules Capital, Inc., as administrative agent and collateral agent (the "Agent").
Pursuant to the Fourth Amendment, the Company, the Agent and the Lenders agreed to, among other things, an extension of the deadlines by which the Company must provide to the Lenders financial statements for the year ended December 31, 2023 and for the quarter ended March 31, 2024. Further, the Fourth Amendment provides that the Company's late delivery and filing of its Form 10-K for the year ended December 31, 2023 and Form 10-Q for the quarter ended March 31, 2024 shall not be deemed a violation of the Company's covenant to maintain compliance with applicable law, so long as such documents are filed by the extended deadlines.
The foregoing description of the Fourth Amendment does not purport to be complete and is qualified in its entirety by the full text of the Fourth Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Forward-Looking Statements
This Current Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding the Company's expectations with respect to the filing of the Company's Form 10-K for the year ended December 31, 2023 and Form 10-Q for the quarter ended March 31, 2024 and its performance of obligations under the LSA. Statements using words such as "expect", "anticipate", "believe", "may", "will" and similar terms are also forward-looking statements. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the important factors discussed under the caption "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2022, as updated by its subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the Securities and Exchange Commission. These risks and uncertainties include, but are not limited to, risks related to the Company's compliance with the LSA, including the risk that operating restrictions under the LSA adversely affect the Company's ability to conduct its business, the risk that the Company will not achieve milestones required to access future tranches under the LSA, and the risk that the Company will fail to comply with covenants under the LSA, including with respect to required cash and revenue levels, which could result in an event of default. Except as required by law, the Company undertakes no obligations to make any revisions to the forward-looking statements contained in this Current Report or to update them to reflect events or circumstances occurring after the date of this Current Report, whether as a result of new information, future developments or otherwise.