CARL 8-K
Carlsmed, Inc. (CARL)
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): |
(Exact name of Registrant as Specified in Its Charter)
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(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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
On October 29, 2025, Carlsmed, Inc. (the “Company”) entered into the Fifth Amendment (the “Fifth Amendment”) to the Loan and Security Agreement, dated as of December 20, 2022, with Customers Bank (the “Customers Loan Agreement”). The Fifth Amendment provides the Company with a credit facility consisting of (i) a term loan in the principal amount of up to $50.0 million (the “Term Loan”), $17.5 million of which is contingent upon the achievement of requisite revenue milestones, and (ii) a $10.0 million non-formula revolving line of credit (the “Non-Formula Revolving Line”) that is immediately available in full, provided that at no time shall the aggregate amount advanced under the Term Loan and the Non-Formula Revolving Line exceed $50.0 million. The applicable per annum interest rate on the Term Loan and Non-Formula Revolving Line is the greater of (a) the WSJ Prime Rate + 0.25% or (b) 5.25%, which, as of September 30, 2025, totaled 7.50%.
The Term Loan will mature on October 15, 2030, with an interest-only period through October 15, 2027, followed by principal repayment over 36 months thereafter. Upon achievement of certain revenue milestones, the interest-only period and repayment terms of the Term Loan may be extended through October 15, 2028, followed by principal repayment over 24 months thereafter. The Non-Formula Revolving Line will mature on October 15, 2028.
The Company is required to maintain an operating account with Customers Bank with at least $20.0 million in cash at all times. Additionally, if the Company’s cash on deposit with Customers Bank is less than 100% of the outstanding debt balance, the Company is required to achieve certain minimum revenue thresholds.
In connection with the Third Amendment to the Customers Loan Agreement, the Company issued Customers Bank a warrant to purchase up to 58,420 shares of the Company’s Series B Preferred Stock, par value $0.00001 per share, with an exercise price of $6.93 per share (as amended pursuant to the Fourth Amendment to the Customers Loan Agreement, the “Series B Warrant”), and in connection with the Fourth Amendment to the Customers Loan Agreement, the Company issued Customers Bank a warrant to purchase up to 20,375 shares of the Company’s Series C Preferred Stock, par value $0.00001 per share, with an exercise price of $10.74 per share (the “Series C Warrant”). Each of the Series B Warrant and Series C Warrant automatically converted to a warrant to purchase a corresponding number of shares of the Company’s common stock, par value $0.00001 per share (“Common Stock”) immediately prior to the closing of the Company’s initial public offering.
Pursuant to the Fifth Amendment, the Company partially modified the Series B Warrant, reducing the number of shares of Common Stock exercisable subject to future draws under the Customers Loan Agreement as of the date of the Fifth Amendment from 58,420 to 52,776 (the “Amended Series B Warrant”). In addition, the Company partially modified the Series C Warrant, reducing the number of shares of Common Stock exercisable subject to future draws under the Customers Loan Agreement as of the date of the Fifth Amendment from 20,375 to 10,188 (the “Amended Series C Warrant” and, together with the Amended Series B Warrant, the “Amended Warrants”). As a result of the Amended Warrants, Customers Bank’s contingent rights to exercise the Warrants for an aggregate of 15,831 shares of Common Stock were cancelled.
The foregoing descriptions of the Amended Series B Warrant, the Amended Series C Warrant and the Fifth Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the Amended Series B Warrant, the Amended Series C Warrant and the Customers Loan Agreement (as amended by the Fifth Amendment), which are filed with this Current Report on Form 8-K as Exhibits 4.1, 4.2 and 10.1, respectively, and incorporated herein 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 set forth under Item 1.01 above is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Exhibits
Exhibit No. |
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Description |
4.1+ |
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4.2+ |
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Second Amended and Restated Second Warrant to Purchase Stock, by and between Customers Bank and the Registrant, dated as of October 29, 2025. |
10.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
+ Certain of the schedules and attachments to this exhibit have been omitted pursuant to Regulation S-K, Item 601(a)(5). The Registrant hereby undertakes to provide further information regarding such omitted materials to the SEC upon request.
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.
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CARLSMED, INC. |
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Date: |
October 30, 2025 |
By: |
/s/ Michael Cordonnier |
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Michael Cordonnier |
Exhibit 4.1
THIS SECOND AMENDED AND RESTATED WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH APPLICABLE LAW.
SECOND AMENDED AND RESTATED WARRANT TO PURCHASE STOCk
Company: |
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Carlsmed, Inc. |
Number of Shares: |
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52,776 |
Type/Series of Stock: |
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Common Stock |
Warrant Price: |
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$6.9203 per share |
Original Issue Date: |
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March 7, 2024 |
Issue Date: |
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October 29, 2025 |
Expiration Date: |
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December 30, 2034 |
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Credit Facility: |
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This Second Amended and Restated Warrant to Purchase Stock (this “Warrant”) is issued in connection with that certain Loan and Security Agreement dated as of December 20, 2022 between Customers Bank (as successor-in-interest to Signature Bank) and Company, as amended by that certain First Amendment to Loan and Security Agreement dated as of March 21, 2023, that certain Second Amendment to Loan and Security Agreement dated as of October 2, 2023, that certain Third Amendment to Loan and Security Agreement dated as of March 7, 2024, that certain Fourth Amendment to Loan and Security Agreement dated as of December 30, 2024, and that certain Fifth Amendment to Loan and Security Agreement dated on or about the Issue Date (as the same may be further amended, restated, or otherwise modified from time to time, the “Loan Agreement”) and amends and restates that certain Amended and Restated Warrant to Purchase Stock entered into on July 23, 2025 (the “Original Warrant”). Customers Bank and Company hereby agree that the Original Warrant is amended and restated in its entirety as set forth herein. |
THIS SECOND AMENDED AND RESTATED WARRANT CERTIFIES THAT Customers Bank (together with any successor or permitted assignee or transferee of this Warrant or of any shares issued upon exercise hereof, “Holder”) is entitled to purchase the number of fully paid and non-assessable shares (the “Shares”) of the above-stated Type/Series of Stock (the “Class”) of Company at the above-stated Warrant Price, all as set forth above and as adjusted pursuant to Section 2 of this Warrant.
X = Y(A-B)/A
where:
X = the number of Shares to be issued to Holder;
Y = the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to Company in payment of the aggregate Warrant Price);
A = the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and
B = the Warrant Price.
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then, in connection with each such event, Company shall give Holder:
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Reference is made to Section 1.6(c) whereby this Warrant will be deemed to be exercised pursuant to Section 1.2 hereof if Company does not give written notice to Holder of a Cash/Public Acquisition as required by the terms hereof. Company will also provide information requested by Holder that is reasonably necessary to enable Holder to comply with Holder’s accounting or reporting requirements.
Notwithstanding anything to the contrary, in no event shall the Company be required to provide information under this Warrant: (i) as prohibited by applicable law, rule, regulation, court order, stock exchange rules or agreement or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel or result in a conflict of interest. With respect to any confidential information that Holder receives under this Warrant, Holder agrees to be bound by the confidentiality provisions contained in Section 13.8 of the Loan Agreement whether or not the Loan Agreement otherwise remains in effect.
Holder represents and warrants to Company and agrees as follows:
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THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN THAT CERTAIN SECOND AMENDED AND RESTATED WARRANT TO PURCHASE STOCK ISSUED BY THE ISSUER TO CUSTOMERS BANK DATED AS OF OCTOBER 29, 2025, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW.
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Customers Bank
701 Reading Avenue
West Reading, PA 19611
Attn: Matt Jacobs
Email: [email protected]
Notice to Company shall be addressed as follows until Holder receives notice of a change in address:
Carlsmed, Inc.
1800 Aston Avenue, Suite 100
Carlsbad, CA 92008
Attn: Michael Cordonnier, Chief Executive Officer
Email: [email protected]
[Balance of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties have caused this Second Amended and Restated Warrant to Purchase Stock to be executed by their duly authorized representatives effective as of the Issue Date written above.
“COMPANY” |
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Carlsmed, Inc. |
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By: |
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/s/ Michael Cordonnier |
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Name: |
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Michael Cordonnier |
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Title: |
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Chief Executive Officer and President |
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“HOLDER” |
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Customers Bank |
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By: |
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/s/ Mara Huntington |
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Name: |
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Mara Huntington |
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Title: |
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Managing Group Director |
[Signature Page to Second Amended and Restated Warrant to Purchase Stock]
APPENDIX 1
NOTICE OF EXERCISE
1. The undersigned Holder hereby exercises its right purchase ___________ shares of the common stock of Carlsmed, Inc. (“Company”) in accordance with the attached Second Amended and Restated Warrant to Purchase Stock and tenders payment of the aggregate Warrant Price for such shares as follows:
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check in the amount of $________ payable to order of Company enclosed herewith |
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Wire transfer of immediately available funds to Company’s account |
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Cashless Exercise pursuant to Section 1.2 of the Warrant |
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Other [Describe] |
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2. Please issue a certificate or certificates representing the Shares in the name specified below:
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Holder’s Name |
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(Address) |
3. By its execution below and for the benefit of Company, Holder hereby restates each of the representations and warranties in Section 4 of the Second Amended and Restated Warrant to Purchase Stock as of the date hereof.
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SCHEDULE 1
Company Capitalization Table
Exhibit 4.2
THIS SECOND AMENDED AND RESTATED SECOND WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH APPLICABLE LAW.
SECOND Amended and Restated SECOND WARRANT TO PURCHASE STOCk
Company: |
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Carlsmed, Inc. |
Number of Shares: |
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10,188 |
Type/Series of Stock: |
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Common Stock |
Warrant Price: |
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$10.7359 per share |
Original Issue Date: |
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December 30, 2024 |
Issue Date: |
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October 29, 2025 |
Expiration Date: |
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December 30, 2034 |
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Credit Facility: |
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This Second Amended and Restated Second Warrant to Purchase Stock (this “Warrant”) is issued in connection with that certain Loan and Security Agreement dated as of December 20, 2022 between Customers Bank (as successor-in-interest to Signature Bank) and Company, as amended by that certain First Amendment to Loan and Security Agreement dated as of March 21, 2023, that certain Second Amendment to Loan and Security Agreement dated as of October 2, 2023, that certain Third Amendment to Loan and Security Agreement dated as of March 7, 2024, that certain Fourth Amendment to Loan and Security Agreement dated as of December 30, 2024, and that certain Fifth Amendment to Loan and Security Agreement dated on or about the Issue Date (as the same may be further amended, restated, or otherwise modified from time to time, the “Loan Agreement”) and amends and restates that certain Amended and Restated Second Warrant to Purchase Stock entered into on July 23, 2025, (the “Original Warrant”). Customers Bank and Company hereby agree that the Original Warrant is amended and restated in its entirety as set forth herein. |
THIS SECOND AMENDED AND RESTATED SECOND WARRANT CERTIFIES THAT Customers Bank (together with any successor or permitted assignee or transferee of this Warrant or of any shares issued upon exercise hereof, “Holder”) is entitled to purchase the number of fully paid and non-assessable shares (the “Shares”) of the above-stated Type/Series of Stock (the “Class”) of Company at the above-stated Warrant Price, all as set forth above and as adjusted pursuant to Section 2 of this Warrant.
X = Y(A-B)/A
where:
X = the number of Shares to be issued to Holder;
Y = the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to Company in payment of the aggregate Warrant Price);
A = the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and
B = the Warrant Price.
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Reference is made to Section 1.6(c) whereby this Warrant will be deemed to be exercised pursuant to Section 1.2 hereof if Company does not give written notice to Holder of a Cash/Public Acquisition as required by the terms hereof. Company will also provide information requested by Holder that is reasonably necessary to enable Holder to comply with Holder’s accounting or reporting requirements.
Notwithstanding anything to the contrary, in no event shall the Company be required to provide information under this Warrant: (i) as prohibited by applicable law, rule, regulation, court order, stock exchange rules or agreement or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel or result in a conflict of interest. With respect to any confidential information that Holder receives under this Warrant, Holder agrees to be bound by the confidentiality provisions contained in Section 13.8 of the Loan Agreement whether or not the Loan Agreement otherwise remains in effect.
Holder represents and warrants to Company and agrees as follows:
5
THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN THAT CERTAIN SECOND AMENDED AND RESTATED SECOND WARRANT TO PURCHASE STOCK ISSUED BY THE ISSUER TO CUSTOMERS BANK DATED AS OF OCTOBER 29, 2025, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW.
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Customers Bank
701 Reading Avenue
West Reading, PA 19611
Attn: Matt Jacobs
Email: [email protected]
Notice to Company shall be addressed as follows until Holder receives notice of a change in address:
Carlsmed, Inc.
1800 Aston Avenue, Suite 100
Carlsbad, CA 92008
Attn: Michael Cordonnier, Chief Executive Officer
Email: [email protected]
[Balance of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties have caused this Second Amended and Restated Second Warrant to Purchase Stock to be executed by their duly authorized representatives effective as of the Issue Date written above.
“COMPANY” |
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Carlsmed, Inc. |
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By: |
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/s/ Michael Cordonnier |
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Name: |
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Michael Cordonnier |
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Title: |
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Chief Executive Officer and President |
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“HOLDER” |
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Customers Bank |
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By: |
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/s/ Mara Huntington |
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Name: |
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Mara Huntington |
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Title: |
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Managing Group Director |
[Signature Page to Second Amended and Restated Second Warrant to Purchase Stock]
APPENDIX 1
NOTICE OF EXERCISE
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check in the amount of $________ payable to order of Company enclosed herewith |
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Wire transfer of immediately available funds to Company’s account |
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Cashless Exercise pursuant to Section 1.2 of the Warrant |
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Other [Describe] |
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Holder’s Name |
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(Address) |
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HOLDER: |
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By: |
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SCHEDULE 1
Company Capitalization Table
Exhibit 10.1
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
This Fifth Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of October 29, 2025, by and between CUSTOMERS BANK (“Bank”) and CARLSMED, INC. (“Borrower”).
RECITALS
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the agreements contained herein, and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto (intending to be legally bound) hereby agree as follows:
“Aggregate Borrowing Limit” means Fifty Million Dollars ($50,000,000).
“Ancillary Services” means any products or services requested by Borrower and approved by Bank under the Non-Formula Revolving Line, including, without limitation, Automated Clearing House transactions, corporate credit card services, FX Contracts, Letters of Credit, controlled disbursement accounts, check cashing services, or other cash management services.
“Ancillary Services Usage Amount” means the aggregate of (a) the Letter of Credit Exposure, (b) the aggregate limits of corporate credit card services provided to Borrower, (c) the total amount of any Automated Clearing House processing reserves, (d) the applicable Foreign Exchange Reserve, and (e) any other outstanding amount or reserves taken by Bank in connection with other cash management services requested by Borrower and approved by Bank.
“Covenant Measurement Period” means, for any day on which Loan Parties’ unrestricted cash at Bank is less than the aggregate outstanding Credit Extensions (a “Trigger Date”), the period (a) beginning on the last day of the most recently completed month preceding that Trigger Date for which Borrower has provided monthly financial reporting in accordance with Section 6.3(a) hereof and (b) ending on the first date thereafter that is not a Trigger Date.
“Fifth Amendment Effective Date” means October 29, 2025.
“Foreign Exchange Reserve” means a reserve in an amount equal to a percentage of the value of any FX Contracts executed by Loan Parties as determined by Bank, in its reasonable discretion from time to time. The initial percentage for such Foreign Exchange Reserve shall be ten percent (10%).
“FX Contracts” means contracts between Borrower and Bank for foreign exchange transactions.
“Letter of Credit” or “Letters of Credit” means a commercial or standby letter of credit or similar undertaking issued by Bank (or any of its correspondent banks) at Borrower’s request.
“Letter of Credit Exposure” means, as of any date of determination, the sum, without duplication, of (a) the aggregate undrawn amount of all outstanding Letters of Credit and any obligations of Bank related to purchased participations or indemnity or reimbursement obligations with respect to Letters of Credit, plus (b) the aggregate unreimbursed amount of all drawn Letters of Credit until such amount becomes a Non- Formula Revolving Line Advance under the terms of this Agreement.
“Non-Formula Revolving Line” means a credit extension of up to Ten Million Dollars ($10,000,000) (inclusive of the Ancillary Services Usage Amount).
“Non-Formula Revolving Line Advance” or “Non-Formula Revolving Line Advances” means a cash advance or cash advances under the Non-Formula Revolving Line.
“Non-Formula Revolving Line Maturity Date” means October 15, 2028.
“Revenue Milestone 1” means Loan Parties’ achievement of Trailing Twelve-Month Revenue of at least Sixty Million Dollars ($60,000,000), as determined by Bank in its good-faith business judgment with reference to the financial information provided under Section 6.3(a) hereof, on or prior to December 31, 2026.
“Revenue Milestone 2” means Loan Parties’ achievement of Trailing Twelve-Month Revenue of at least Ninety Million Dollars ($90,000,000), as determined by Bank in its good-faith business judgment with reference to the financial information provided under Section 6.3(a) hereof, on or prior to December 31, 2027.
“Trailing Twelve-Month Revenue” means Revenue for the most recent twelve (12) calendar months for which Borrower has delivered to Bank the monthly financial reporting required by Section 6.3(a).
“Availability End Date” means October 15, 2027; provided that
“Credit Extension” means each Non-Formula Revolving Line Advance, Term Loan Advance, use of the Ancillary Services, or any other extension of credit by Bank for the benefit of Borrower hereunder.
“Term Loan” means credit extensions of up to Thirty-Two Million Five Hundred Thousand Dollars ($32,500,000); provided that
“Term Loan Maturity Date” means October 15, 2030.
Milestone”, “Sixth Monthly Revenue Milestone”, “Term Sheet Milestone”, “Third Monthly Revenue Milestone”, “Trailing Six-Month Revenue”, and “Trailing Three-Month Revenue” and their respective definitions in Section 1.1 of the Original Loan Agreement are hereby deleted.
2.2 Aggregate Borrowing Limit; Overadvances. At no time will the aggregate outstanding Credit Extensions exceed the Aggregate Borrowing Limit. If (a) the aggregate amount of the outstanding Non-Formula Revolving Line Advances plus the Ancillary Services Usage Amount exceeds the Non-Formula Revolving Line at any time, (b) the aggregate amount of the outstanding Term Loan Advances exceeds the Term Loan at any time, or (c) the aggregate amount of Credit Extensions exceeds the Aggregate Borrowing Limit at any time, Borrower shall immediately pay to Bank, in cash, the amount of such excess.
5.4 Revenue Contracts. The contracts yielding Revenue included in the calculation of Revenue Milestone 1 and Revenue Milestone 2 are bona fide existing obligations. The property and services giving rise to such contracts have been delivered or rendered to the account debtor or to the account debtor’s agent for immediate and unconditional acceptance by the account debtor. No Loan Party has received notice of an actual or imminent Insolvency Proceeding of any account debtor under a contract yielding Revenue included in the calculation of Revenue Milestone 1 and Revenue Milestone 2.
6.11 Financial Covenants. Loan Parties shall maintain (a) the financial covenant in Section 6.11(a) below at all times and (b) the financial covenant in Section 6.11(b) below at all times during a Covenant Measurement Period. In addition, if, as of the last day of a month, no minimum Revenue covenant level has been established in Section 6.11(b) below, then Loan Parties must maintain unrestricted cash at Bank of an amount at least equal to the aggregate outstanding Credit Extensions on that day and at all times thereafter until minimum Revenue covenant levels for future periods have again been established in Section 6.11(b).
Measurement Period Ending |
Minimum Revenue |
December 31, 2025 |
$18,408,000 |
March 31, 2026 |
$20,110,360 |
June 30, 2026 |
$23,066,040 |
September 30, 2026 |
$26,043,040 |
December 31, 2026 |
$29,653,680 |
March 31, 2027 |
$31,785,680 |
June 30, 2027 |
$34,297,080 |
September 30, 2027 |
$39,154,240 |
December 31, 2027 |
$43,525,480 |
7.10 Inventory and Equipment. Store Inventory or Equipment (other than Shipped Patient Implants) in excess of One Million Dollars ($1,000,000) with a bailee, warehouseman, or other third party unless the third party has been notified of Bank’s security interest and Bank (a) has received an acknowledgment from the third party that it is holding or will hold the Inventory or Equipment for Bank’s benefit or (b) is in pledge possession of the warehouse receipt, where negotiable, covering such Inventory or Equipment. Store or maintain any Equipment or Inventory (other than Shipped Patient Implants) at any location where Borrower’s net fixed assets exceed One Million Dollars ($1,000,000) unless the landlord has been notified of Bank’s security interest and Bank has received a landlord waiver in form and substance reasonably satisfactory to Bank, duly executed by such Loan Party and such landlord.
8.3 Material Adverse Effect. If there occurs any circumstance or circumstances that could reasonably be expected to have a Material Adverse Effect;
One or more credit card accounts with third-party financial institutions, having an outstanding balance not to exceed an aggregate amount of Five Hundred Thousand Dollars ($500,000) (the “Credit Card Accounts”).
Liens in cash collateral securing Borrower’s reimbursement obligations in connection with any Credit Card Accounts. Borrower may maintain one or more bank accounts with any provider of a Credit Card Account, so long as the aggregate balance in all such accounts does not exceed Five Hundred Thousand Dollars ($500,000) at any time (the “Credit Card Cash Collateral Accounts”).
(a) this Amendment, duly executed by Borrower;
(b) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Amendment;
(c) a Second Amended and Restated Warrant to Purchase Stock, duly executed by Borrower;
(d) a Second Amended and Restated Second Warrant to Purchase Stock, duly executed by Borrower;
(e) payment of a $50,000 facility fee, which may be debited from any of Borrower’s accounts;
(f) payment of all reasonable Bank Expenses incurred through the date of this Amendment, including up to $15,000 of Bank’s reasonable and documented out-of-pocket expenses for the documentation of this Amendment and any related documents and any UCC, good standing, or intellectual property search or filing fees in connection therewith, which may be debited from any of Borrower’s accounts; and
(g) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.
[Balance of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first date above written.
CARLSMED, INC.
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By: |
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/s/ Michael Cordonnier |
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Name: |
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Michael Cordonnier |
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Title: |
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Chief Executive Officer and President |
CUSTOMERS BANK |
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By: |
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/s/ Mara Huntington |
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Name: |
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Mara Huntington |
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Title: |
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Managing Group Director |
[Signature Page to Fifth Amendment to Loan and Security Agreement]