Item 2.04 Triggering of Events that Accelerate or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Agreement.
good December 22, 2022, Centessa Pharmaceuticals plc (the “Company”) and its Guarantors (as defined below) repudiated the Purchase Agreement (as defined below) (the “Denunciation”) with Buyer and the Buyer Agent (each, as defined below). the Lenders have waived an Event of Default (as defined in the Note Purchase Agreement) and related penalties.
good November 22, 2022The Company changed the legal name of one of its wholly-owned subsidiaries, requiring prior written notice and post-event notice pursuant to the Note Purchase Agreement (the “Note Purchase Agreement”), dated October 1, 2021as amended, the Company and among them, some of the wholly owned subsidiaries of the Company, as guarantors (“Guarantors”, and together with the Company, the “Guarantors” and each a “Guarantor”), Three Peaks Capital Solutions Aggregator Fund (“Buyer”), and Cocoon SA LLC (“Buyer’s Agent”), the user member Oberland Capital Management LLC, as the buyer’s agent. The Company gave notice after the legal name change, but failed to provide prior written notice, which triggers an event of default (as defined in the Note Purchase Agreement) unless waived to grant all rights to the Lenders. They may exercise the Notes pursuant to the Purchase Agreement in the event of default until the loan is accelerated.
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