RAPID MICRO BIOSYSTEMS, INC. : Termination of a Material Definitive Agreement, Financial Statements and Documents (Form 8-K)


Section 1.02 Termination of a Material Definitive Agreement.

At September 17, 2021, Rapid Micro Biosystems, Inc. (the “Company”) has entered into a reimbursement letter (the “reimbursement letter”) with Kennedy Lewis Management LP, as the guarantee agent for the lenders (as defined below) (in that capacity, the “guarantee agent”), under which the Company has agreed to pay in full all its outstanding obligations under of this certain loan and guarantee contract, dated May 14, 2020 (the “Loan Agreement”), by and between the Company, the Guarantee Agent and the lenders party thereto from time to time (the “Lenders”) for an amount of $ 28.7 million (the “Redemption Amount”), composed of the principal amount of Term Loans (as defined in the Loan Agreement) (including accrued interest paid in kind), accrued cash interest, a redemption premium advance and other fees and expenses.

Upon receipt of the repayment amount by the guarantee agent and the lenders, (i) the loan agreement and other loan documents (as defined in the loan agreement), (ii) all privileges and securities granted in favor of the guarantee agent in accordance with the loan documents, and (iii) all obligations (as defined in the loan agreement) under the loan documents (other than warrants issued in connection therewith ), in each case have been fulfilled, discharged, discharged and / or terminated in (except with respect to the Surviving Obligations (as defined in the Loan Agreement)).

The Company initially entered into the Loan Agreement on May 14, 2020 and borrowed from term loans from lenders for a total principal amount of $ 26.2 million (made up of $ 25.0 million the initial loan and $ 1.2 million accrued interest paid in kind). The Company’s obligations under the loan agreement and other loan documents were secured by security over substantially all of its assets. The above summary of the loan agreement does not claim to be complete and is subject to, and qualified in its entirety by reference to the loan agreement, which was filed as Exhibit 10.15 of the Registration Statement. company on Form S-1 filed with the Security and Trade Commission to June 25, 2021.

The description of the Reimbursement Letter contained herein does not purport to be complete and is qualified in its entirety by reference to the Reimbursement Letter, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01 Financial statements and supporting documents.

(d) Exhibits.

Exhibit No.    Description
  10.1           Payoff Letter, entered into as of September 17, 2021, by and
               between Rapid Micro Biosystems, Inc. and Kennedy Lewis Management LP,
               as collateral agent.
104            Cover Page Interactive Data File (formatted as inline XBRL).

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