SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 3, 2019
(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction
Irvine, CA 92618
(Address of Principal Executive Office) (Zip Code)
Registrants telephone number, including area code: (949) 595-7200
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 ( see General Instruction A.2 below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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As previously disclosed, on March 31, 2019, Endologix, Inc. (the Company ) entered into (i) a Purchase Agreement (the Purchase Agreement ) with select institutional investors and certain other parties, (ii) an Exchange Agreement (the Exchange Agreement ), providing for the exchange by certain holders of the Companys existing notes for new notes, (iii) a Second Amendment to Amended and Restated Facility Agreement and First Amendment to Amended and Restated Guaranty and Security Agreement (the Facility Amendment ) with Deerfield Private Design Fund IV, L.P. and certain of its related funds and affiliates, (iv) a Second Amendment to Credit Agreement and First Amendment to Guaranty and Security Agreement (the Credit Amendment , and together with the Facility Amendment, the Deerfield Agreements )) with Deerfield ELGX Revolver, LLC and certain of its affiliates. As previously disclosed, the effectiveness of the Deerfield Agreements were conditioned on the closing of the transaction contemplated by the Purchase Agreement and the Exchange Agreement.
Additional information regarding the Purchase Agreement, the Exchange Agreement, and the Deerfield Agreements can be found in the Companys current report on Form 8-K that was filed with the Securities and Exchange Commission on April 1, 2019.
On April 3, 2019, the Company closed the transactions contemplated by each of the Purchase Agreement and the Exchange Agreement and the terms of the Deerfield Agreements became effective. The Company received gross proceeds of approximately $52.15 million pursuant to the Purchase Agreement and exchanged an aggregate principal amount of approximately $73.355 million of principal amount of old notes plus accrued but unpaid interest for an aggregate of $67.02 million of principal of new notes pursuant to the Exchange Agreement. The Company has issued the warrants and first out waterfall notes contemplated by the Deerfield Agreements.
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.
|By:||/s/ Vaseem Mahboob|
Chief Financial Officer
April 4, 2019