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): January 22, 2016

 

 

Viking Therapeutics, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   001-37355   46-1073877

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

12340 El Camino Real, Suite 250, San Diego, California 92130

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (858) 704-4660

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))

 

 

 


Item 1.01. Entry into a Material Definitive Agreement.

Second Amendment to Loan and Security Agreement

On January 22, 2016, Viking Therapeutics, Inc. (the “Company”) entered into a Second Amendment to Loan and Security Agreement (the “Loan Amendment”) with Ligand Pharmaceuticals Incorporated (“Ligand”), which amends that certain Loan and Security Agreement, dated as of May 21, 2014, by and between the Company and Ligand, as amended on April 8, 2015 (the “Original Loan Agreement”). Pursuant to the terms of the Original Loan Agreement, Ligand provided the Company with loans in an aggregate amount of $2.5 million, which are evidenced by a Secured Convertible Promissory Note issued by the Company to Ligand (the “Ligand Note”), and the Company agreed to repay Ligand an amount equal to 200% of the principal amount of the loans then-outstanding under the Ligand Note and of all accrued and previously unpaid interest thereon, in full satisfaction of the Ligand Note, upon the occurrence of one or more events. The Loan Amendment amends the Original Loan Agreement (as so amended by the Loan Amendment, the “Amended Loan Agreement”) to, among other things, (i) extend the maturity date of the loans under the Ligand Note from May 21, 2016 to May 21, 2017 (the “Maturity Date”), (ii) reduce the annual interest rate on the principal amount outstanding under the Ligand Note from 5.0% to 2.5%, and (iii) extend Ligand’s lock-up period by one year such that Ligand may not, directly or indirectly, sell or otherwise transfer or dispose of any Company securities prior to January 23, 2017. The amount payable by the Company under the Loan Amendment remains equal to 200% of the original principal amount of the loans under the Ligand Note and of all accrued and previously unpaid interest thereon.

Additionally, the Amended Loan Agreement provides that, upon the consummation of the Company’s first bona fide capital financing transaction occurring subsequent to January 22, 2016, but prior to the Maturity Date, with aggregate net proceeds to the Company of at least $2.0 million (the “Next Financing”), the Company will be required to repay $1.5 million of the Ligand Note obligation to Ligand (the “Next Financing Payment”), with at least $0.3 million of the Next Financing Payment to be paid in cash, subject to the Company’s sole and absolute discretion to pay a greater amount in cash, and the remaining amount of the Next Financing Payment that will not be paid in cash (the “Balance”) to be paid in the form of such number of shares of the Company’s equity securities that are issued in the Next Financing as is equal to the quotient obtained by dividing the Balance by the lesser of (i) the lowest price per share paid by investors in the Next Financing (the “Financing Price”), and (ii) $8.00 (subject to adjustment for stock dividends, splits, combinations or similar transactions). Notwithstanding the foregoing, the number of shares that the Company may issue to Ligand will be reduced to the extent the issuance of shares would increase Ligand’s beneficial ownership of the Company’s common stock to greater than 49.9%, and any remaining amount of the Balance would have to be paid by the Company in cash (the “Share Cap”).

Under the terms of the Amended Loan Agreement, following the consummation of the Next Financing, the Company may elect to repay any portion of the outstanding principal under the Ligand Note, plus accrued and unpaid interest thereon, by delivering a notice to Ligand (the “Additional Repayment Notice”), specifying the amount that the Company wishes to repay (the “Additional Payment Amount”). Ligand will then have five days to elect to receive the Additional Payment Amount in cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock. If Ligand does not make an election within such five-day period, the Company will have the right, at its sole election and discretion, to elect the form of the Additional Payment Amount, subject to the Share Cap. To the extent that any portion of an Additional Payment Amount will be paid in shares of the Company’s common stock, the Loan Amendment provides that the number of shares issuable will be equal to the quotient obtained by dividing the portion of the Additional Payment Amount that will be paid in shares by the lesser of (i) (a) if the Company delivers the Additional Repayment Notice within 180 days of the closing of the Next Financing, the Financing Price, or (b) if the Company delivers the Additional Repayment Notice 180 days or more after the closing of the Next Financing, the volume weighted average closing price of the Company’s common stock for the 30 days prior to the date the Company delivers the Additional Repayment Notice, and (ii) $8.00 (subject to adjustment for stock dividends, splits, combinations or similar transactions).

The Loan Amendment also provides that, on or after the Maturity Date, Ligand may demand payment of the remaining amount payable under the Ligand Note (the “Remaining Balance”). In addition, the Company is permitted to, at its sole election and discretion, repay to Ligand the Remaining Balance solely in cash. However, if the Company does not elect to repay the Remaining Balance solely in cash, Ligand can set the form of payment as cash, shares of the Company’s common stock or both.

The foregoing description of certain terms contained in the Loan Amendment does not purport to be complete and is qualified in its entirety by reference to: (i) the copy of the Loan Amendment filed as Exhibit 10.1 to this Current Report on Form 8-K, (ii) the copy of the Loan and Security Agreement, dated May 21, 2014, by and between the Company and Ligand, filed as Exhibit 10.13 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the “SEC”) on July 1, 2014, and (iii) the copy of the First Amendment to Loan and Security Agreement, dated as of April 8, 2015, by and between the Company and Ligand, filed as Exhibit 10.31 to the Company’s Registration Statement on Form S-1/A filed with the SEC on April 10, 2015.


Amendment to Registration Rights Agreement

On January 22, 2016, the Company also entered into a First Amendment to Registration Rights Agreement (the “Registration Rights Agreement Amendment”) with Ligand, which amends the Registration Rights Agreement, dated as of May 21, 2014, by and among the Company, Ligand and Metabasis Therapeutics, Inc., an affiliate of Ligand (the “Original Registration Rights Agreement”). Pursuant to the terms of the Original Registration Rights Agreement, the Company, among other things, granted certain registration rights to Ligand. The Registration Rights Agreement Amendment extends the deadline by which the Company must file with the SEC a Registration Statement on Form S-1 (the “Registration Statement”) covering the resale of certain Company securities held by Ligand, including the shares of the Company’s common stock issuable to Ligand under the Amended Loan Agreement, by one year from January 23, 2016 to January 23, 2017, and extends the applicable deadline for seeking to have such Registration Statement declared effective by the SEC by one year.

The foregoing description of certain terms contained in the Registration Rights Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to: (i) the copy of the Registration Rights Agreement Amendment filed as Exhibit 10.2 to this Current Report on Form 8-K, and (ii) the copy of the Original Registration Rights Agreement filed as Exhibit 10.16 to the Company’s Registration Statement on Form S-1 filed with the SEC on July 1, 2014.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under the heading “Second Amendment to Loan and Security Agreement” in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 in its entirety.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

10.1    Second Amendment to Loan and Security Agreement, dated as of January 22, 2016, by and between Viking Therapeutics, Inc. and Ligand Pharmaceuticals Incorporated.
10.2    First Amendment to Registration Rights Agreement, dated as of January 22, 2016, by and between Viking Therapeutics, Inc. and Ligand Pharmaceuticals Incorporated.


SIGNATURES

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.

 

Date: January 25, 2016     Viking Therapeutics, Inc.
    By:  

/s/ Brian Lian, Ph.D.

      Brian Lian, Ph.D.
      President and Chief Executive Officer


Exhibit Index

 

Exhibit Number    Description
10.1    Second Amendment to Loan and Security Agreement, dated as of January 22, 2016, by and between Viking Therapeutics, Inc. and Ligand Pharmaceuticals Incorporated.
10.2    First Amendment to Registration Rights Agreement, dated as of January 22, 2016, by and between Viking Therapeutics, Inc. and Ligand Pharmaceuticals Incorporated.

Exhibit 10.1

EXECUTION VERSION

S ECOND A MENDMENT TO L OAN AND S ECURITY A GREEMENT

T HIS S ECOND A MENDMENT TO L OAN AND S ECURITY A GREEMENT , dated as of January 22, 2016 (this “ Amendment ”), made by and between V IKING T HERAPEUTICS , I NC . , a Delaware corporation (“ Borrower ”), and L IGAND P HARMACEUTICALS I NCORPORATED , a Delaware corporation ( “ Lender ”), amends the terms of the Loan and Security Agreement, dated May 21, 2014, as amended on April 8, 2015, by and between Borrower and Lender (the “ Agreement ”) pursuant to Section 25(c) of the Agreement as follows:

1. Definitions .

(a) The definition of “Borrower Equity” in Schedule A to the Agreement is amended and restated to read in its entirety as follows:

““ Borrower Equity ” means: (i) with respect to the Next Financing, the New Preferred, Common Stock and/or other equity securities of Borrower to be issued by Borrower in the Next Financing, or (ii) with respect to any prepayment made pursuant to Section 2(e)(i) through the issuance of securities of Borrower, Common Stock.”

(b) The definition of “Borrower Securities” in Schedule A to the Agreement is amended and restated to read in its entirety as follows:

““ Borrower Securities ” means the Borrower Equity Securities.”

(c) The definition of “Maturity Date” in Schedule A to the Agreement is amended and restated to read in its entirety as follows:

““ Maturity Date ” means May 21, 2017.”

(d) The following definition is hereby added to Schedule A:

““ Common Stock ” means Borrower’s common stock, par value $0.00001 per share.”

2. Conversion, Prepayment . Section 2(c) of the Agreement shall be amended and restated to read in its entirety as follows:

“(c) Conversion of Loans Upon Next Financing .

(i) Upon the consummation of the first bona fide capital financing transaction or series of financing transactions of Borrower occurring after January 22, 2016 but prior to the Maturity Date with aggregate net proceeds to Borrower of at least $2,000,000 pursuant to which Borrower issues any shares of the New Preferred, Common Stock and/or other equity securities of Borrower (the “ Next Financing ”), Borrower shall repay to Lender $1,500,000, which payment shall be comprised of at least $300,000 in cash (with any greater cash amount determined by Borrower in its sole and absolute discretion), with the balance of the $1,500,000 that is not paid in cash (the “ Balance ”) to be paid in the form of that number of fully paid and nonassessable shares of Borrower Equity as is equal to the quotient obtained by


dividing the Balance by the lesser of (a) the lowest per share price paid by investors in the Next Financing, and (b) $8.00 (as adjusted for any and all stock dividends, stock splits, stock combinations or other similar transactions occurring after the date hereof), rounded down to the nearest whole share (the “ Initial Payment ”); provided , however , that if the number of shares of Borrower Equity to be included in the Initial Payment, plus any shares of Common Stock that Lender beneficially owns as of immediately after the Next Financing, will, after giving effect to any shares of Common Stock issued in connection with the Next Financing and the issuance of any shares of Common Stock included in the Initial Payment Amount, result in Lender beneficially owning in excess of 49.90% of Borrower’s outstanding Common Stock (the “ Ownership Cap ”), then the number of shares of Borrower Equity included in the Initial Payment shall be reduced by a number of shares which results in Lender not exceeding the Ownership Cap, and the remaining amount of the Initial Payment shall be paid in cash. The Initial Payment shall be applied, first, to accrued and unpaid interest on the Loans and, second, to the unpaid principal amount of the Loans. Each $1.00 of value of the Initial Payment shall reduce the amount of accrued and unpaid interest and then unpaid principal amount on the Loans by $0.50.”

(ii) [Intentionally Omitted.]”

3. Notice to Lender . Section 2(d)(i) of the Agreement shall be amended and restated to read in its entirety as follows:

“(d) (i) [Intentionally Omitted.]”

4. Stock Certificates . Section 2(d)(ii) of the Agreement shall be amended and restated to read in its entirety as follows:

“(d) (ii) Stock Certificates . Borrower shall, as soon as practicable following consummation of the Next Financing where Borrower is required to issue Borrower Securities, issue and deliver to Lender, or to its nominee or nominees, a certificate or certificates for the number of shares of Borrower Securities to which it shall be entitled as aforesaid. Such conversion shall be deemed to have been made, as applicable, immediately prior to the close of business on the date of the closing of the Next Financing. The person or persons entitled to receive the Borrower Securities issuable upon such conversion shall be treated for all purposes as the record holders of such Borrower Securities on such date.”

5. Optional Prepayment; Repayment . Section 2(e) of the Agreement shall be amended and restated to read in its entirety as follows:

“(e) Optional Prepayment; Repayment .

(i) Optional Prepayment in Part . In addition to the payment of cash and issuance of shares of Borrower Equity to Lender in accordance with Section 2(c), Borrower may at any time after the Next Financing or from time to time after the Next Financing prepay any portion of the outstanding principal amount of the Loans, plus accrued and previously unpaid interest thereon (each such portion, an “ Additional Payment Amount ”) by delivering to Lender a written notice specifying the Additional Payment Amount that Borrower elects to

 

2


prepay (the “ Additional Payment Notice ”). Lender shall have a period of five (5) days following receipt of the Additional Payment Notice to elect, at its sole election and discretion, by delivering an irrevocable writing delivered to Borrower (the “ Lender Election Notice ”), (a) to receive that number of fully paid and nonassessable shares of Borrower Equity as is equal to the quotient obtained by dividing the Additional Payment Amount by the lesser of (1) (x) if the Additional Payment Notice is delivered to Lender within 180 days of the closing date of the Next Financing, the lowest per share price paid by investors in the Next Financing, or (y) if the Additional Payment Notice is delivered to Lender 180 days or more after the closing date of the Next Financing, the volume weighted average closing price of the Common Stock, as reported by The Nasdaq Stock Market LLC, for the thirty (30) consecutive trading days ending on the last trading date immediately preceding the date that the Additional Payment Notice is delivered to Lender, and (2) $8.00 (as adjusted for any and all stock dividends, stock splits, stock combinations or other similar transactions occurring after the date hereof), rounded down to the nearest whole share, (b) to require Borrower to prepay the Additional Payment Amount in cash, or (c) to receive a combination of shares under clause (a) and cash under clause (b) up to the aggregate value of the Additional Payment Amount. Notwithstanding the foregoing, if Lender does not deliver the Lender Election Notice to Borrower within five (5) days of Lender’s receipt of the Additional Payment Notice with respect to an Additional Payment Amount, then the form of payment and mix of cash and Borrower Securities for such Additional Payment shall be at Borrower’s sole election and discretion; provided , however , that if the number of shares of Borrower Equity to be included in an Additional Payment Amount, plus any shares of Common Stock that Lender beneficially owns as of immediately prior to the payment of the Additional Payment Amount, will, after giving effect to the issuance of any shares of Common Stock included in the Additional Payment Amount, result in Lender beneficially owning shares of Common Stock in excess of the Ownership Cap, then the number of shares of Borrower Equity included in such Additional Payment Amount shall be reduced by a number of shares which results in Lender not exceeding the Ownership Cap, and the remaining Additional Payment Amount shall be paid in cash. Each additional payment made by Borrower to Lender pursuant to this Section 2(e)(i) (each, an “ Additional Payment ”) shall be applied, first, to accrued and unpaid interest on the Loans and, second, to the unpaid principal amount of the Loan. Each $1.00 of value of each Additional Payment shall reduce the amount of accrued and unpaid interest and then unpaid principal amount on the Loans by $0.50.

(ii) Repayment; Prepayment in Full . If: (a) the Loans are not fully repaid prior to the Maturity Date, the remaining Loans will automatically mature and an amount equal to 200% of the aggregate of the principal amount of the Loans then outstanding and of all accrued and unpaid interest thereon (the “ Remaining Balance ”), shall be due and payable (or issuable with respect to Borrower Securities) upon written demand by Lender, which demand may be made at any time on or after the Maturity Date, or (b) Borrower elects to prepay the remaining Loans in full prior to the Maturity Date, Borrower shall be required to pay to Lender (or issue Borrower Securities) an amount equal to the Remaining Balance, as follows: (I) the issuance to Lender of such number of fully paid and nonassessable shares of Borrower Securities as is equal to the quotient obtained by dividing the Remaining Balance by the lesser of (A) the volume weighted average closing price of the Common Stock, as reported by The Nasdaq Stock Market LLC, for the thirty (30) consecutive trading days ending on the last trading date immediately preceding the date of Lender’s written demand for repayment or the date of

 

3


Borrower’s prepayment in full, as applicable, and (B) $8.00 (as adjusted for any and all stock dividends, stock splits, stock combinations or other similar transactions occurring after the date hereof), rounded down to the nearest whole share, (II) the entire Remaining Balance in cash, or (III) a combination of shares under clause (I) and cash under clause (II) up to the aggregate value of the Remaining Balance ( provided that Borrower may, at its sole election and discretion, elect to pay the entire Remaining Balance solely in cash and provided further , that if Borrower does not so elect to pay the entire Remaining Balance solely in cash, the form of payment and mix of cash and Borrower Securities shall be at Lender’s sole election and discretion).

6. Interest Rate . The reference to “five percent (5.0%)” in Section 2(f) of the Agreement shall be replaced with “two and a half percent (2.5%)”.

7. Lock-Up Period . The first sentence of Section 13 of the Agreement shall be amended and restated to read in its entirety as follows:

“The original Lender hereby agrees that it shall not, prior to January 23, 2017 (the “ Lock-Up Period ”), directly or indirectly, sell or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock then or thereafter owned either of record or beneficially (as defined in the Securities Exchange Act of 1934, as amended) by the original Lender.”

8. Each of the following defined terms and definitions set forth in Schedule A to the Agreement shall be deleted: “Equity Financing”; “Qualified Follow-on Public Offering” and “Qualified Private Financing”.

9. All of the other provisions of the Agreement shall remain in full force and effect.

10. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, and all of which taken together shall constitute one and the same agreement. In the event that any signature is delivered by facsimile, a portable document format (PDF) or similar electronic format, such signature shall create a valid binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile, PDF or other electronic format signature were the original thereof.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 

4


IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to Loan and Security Agreement to be duly executed on the day and year first above written.

 

BORROWER :
V IKING T HERAPEUTICS , I NC .
By:  

/s/ Brian Lian, Ph.D.

Name:   Brian Lian, Ph.D.
Title:   President and Chief Executive Officer
LENDER :
L IGAND P HARMACEUTICALS I NCORPORATED
By:  

/s/ Charles Berkman

Name:   Charles Berkman
Title:   VP, General Counsel & Secretary

[Signature Page to Second Amendment to Loan and Security Agreement]

Exhibit 10.2

EXECUTION VERSION

VIKING THERAPEUTICS, INC.

FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

T HIS F IRST A MENDMENT TO R EGISTRATION R IGHTS A GREEMENT (this “ Amendment ”) is dated as of January 22, 2016 by and between Viking Therapeutics, Inc., a Delaware corporation (the “ Company ”), and Ligand Pharmaceuticals Incorporated, a Delaware corporation (“ Ligand ”).

RECITALS

W HEREAS , the Company, Ligand and Metabasis Therapeutics, Inc., a Delaware corporation, are parties to that certain Registration Rights Agreement, dated as of May 21, 2014 (the “ Original Agreement ”);

W HEREAS , the Company and Ligand desire to amend the Original Agreement as set forth herein; and

W HEREAS , Section 3.1 of the Original Agreement provides, among other things, that no provision of the Original Agreement may be modified or amended except by a written agreement specifically referring to the Original Agreement and signed by the Company and Ligand, and any such amendment effected in accordance with Section 3.1 of the Original Agreement will be binding upon each Holder and each future holder of all such securities of such Holder.

N OW , T HEREFORE , in consideration of the foregoing premises and the mutual covenants and conditions set forth below, and in reliance on the recitals set forth above, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties to this Amendment hereby agree as follows:

ARTICLE 1

AMENDMENTS

1.1 Amendment and Restatement of Section 1.1(y) of the Original Agreement . Section 1.1(y) of the Original Agreement is hereby amended and restated in its entirety as set forth below:

“(y) “ Lock-up Expiration Date ” shall mean January 23, 2017.”

ARTICLE 2

GENERAL PROVISIONS

2.1 Capitalized Terms . All capitalized terms used in this Amendment, to the extent not otherwise defined herein, shall have the meanings assigned to them in the Original Agreement.

2.2 Continuing Effectiveness . Except as modified by this Amendment, the Original Agreement shall remain in full force and effect and no party by virtue of entering into this Amendment is waiving any rights it has under the Original Agreement, and once this


Amendment is executed by the parties hereto, all references in the Original Agreement to “the Agreement” or “this Agreement,” as applicable, shall refer to the Original Agreement as modified by this Amendment.

2.3 Governing Law . This Amendment, and the relations of the parties hereto, shall be governed by and interpreted in accordance with the laws of the State of California, excluding application of any conflict of laws principles that would require application of the law of a jurisdiction outside of California, and will be subject to the exclusive jurisdiction of the courts of competent jurisdiction located in San Diego County, California.

2.4 Counterparts . This Amendment may be executed in counterparts, each of which will be deemed an original, and all of which together will be deemed to be one and the same instrument. A facsimile or a portable document format (PDF) copy of this Amendment, including the signature pages, will be deemed an original.

2.5 Entire Agreement . This Amendment constitutes and contains the entire understanding and agreement of the parties respecting the subject matter hereof and cancels and supersedes any and all prior or contemporaneous negotiations, correspondence, understandings and agreements between or among the parties, whether oral or written, regarding such subject matter ( provided , that any and all previous nondisclosure/nonuse obligations are not superseded and remain in full force and effect).

[ Signature Page Follows ]

 

2


I N W ITNESS W HEREOF , the parties have executed this First Amendment to Registration Rights Agreement as of the date first above written.

 

THE COMPANY:

V IKING T HERAPEUTICS , I NC .,

a Delaware corporation

By:  

/s/ Brian Lian, Ph.D.

Name:   Brian Lian, Ph.D.
Title:   President and Chief Executive Officer
LIGAND:

L IGAND P HARMACEUTICALS I NCORPORATED ,

a Delaware corporation

By:  

/s/ Charles Berkman

Name:   Charles Berkman
Title:   VP, General Counsel & Secretary

[Signature Page to First Amendment to Registration Rights Agreement]