dnay-20211108

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 8, 2021

CODEX DNA, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-40497	45-1216839
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

9535 Waples Street, Suite 100

San Diego, California 92121

(Address of principal executive offices, including zip code)

(858) 228-4115

(Registrant's 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:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	DNAY	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On November 8, 2021, Codex DNA, Inc. (the “Company” or “Codex”) entered into a Second Amendment to Loan and Security Agreement (the “LSA Amendment”) with Silicon Valley Bank (“SVB”), which amended certain terms of the Company’s Loan and Security Agreement with SVB dated March 4, 2021. Pursuant to the terms of the LSA Amendment, among other modifications, beginning on December 31, 2021 and during any time when the Company maintains a cash balance of less than $55 million with SVB, it must meet certain revised minimum revenue covenants on a quarterly basis.

The foregoing description of the LSA Amendment and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the LSA Amendment which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Description
10.1#						Second Amendment to Loan and Security Agreement by and between Codex DNA, Inc. and Silicon Valley Bank, dated November 8, 2021
104						Cover Page Interactive Data File (formatted as Inline XBRL)

# Portions of the exhibit have been omitted as the Registrant has determined that (i) the omitted information is not material; and (ii) the Registrant customarily and actually treats the omitted information as private or confidential.

SIGNATURE

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.


			CODEX DNA, INC.


Date: November 10, 2021			By: /s/ Jennifer McNealey
			Name: Jennifer McNealey
			Title: Chief Financial Officer

Codex DNA Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits