XBiotech Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits
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Item 1.01. Entry into a Material Definitive Agreement.
On January 3, 2024, XBiotech Inc. (“XBiotech” or the “Company”) entered into a Convertible Loan Agreement (the “Loan”) with John Simard, the Company’s Founder, President, Chief Executive Officer and Chairman. The Loan provides $10 million in immediate funding for the construction of a new, state-of-the-art research and development facility at 5217 Winnebago Lane in Austin, Texas. The Loan is secured by the real estate and cash holdings of the Company, with interest to accrue at a simple rate equal to eight percent per year and interest-only payments to be made at six-month intervals after the Loan is funded. At Mr. Simard’s election, the balance may be converted to XBiotech stock at any time the Loan balance is outstanding at a fixed conversion price equal to the average Nasdaq Official Closing Price of the common stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of this Agreement, which is $4.048 per share. The conversion feature is subject to a cap limiting the number of shares that could be converted under the Agreement based on Mr. Simard’s total stock ownership in the Company at the time of conversion. The Loan also allows Mr. Simard to obtain immediate cash repayment of the Loan balance at his election one year after the loan is funded or upon certain other conditions set forth in the Loan. The Loan was negotiated, evaluated, and approved on behalf of the Company by a committee of independent and disinterested directors.
The foregoing description of the Loan does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Loan, which is included as Exhibit 4.1 hereto and incorporated into this Item 1.01 by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information in Item 1.01 above is incorporated by reference into this Item 2.03.
Item 3.02. Unregistered Sales of Equity Securities.
The information in Item 1.01 above is incorporated by reference into this Item 3.02.
Item 8.01. Other Events.
The information in Item 1.01 above is incorporated by reference into this Item 8.01. On January 4, 2024, the Company issued a press release pertaining to the Loan A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are attached hereto:
| Exhibit No. | Description of Exhibit |
| 4.1 | Convertible Loan Agreement |
| 99.1 | Press Release dated January 4, 2024 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
The information in Item 1.01 above is incorporated by reference into this Item 8.01. On January 4, 2024, the Company issue a press release pertaining to the Loan A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.
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.
| XBIOTECH INC. | ||
| Date: January 4, 2024 | By: | /s/John Simard |
| John Simard | ||
| Chief Executive Officer and President | ||