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Share Name | Share Symbol | Market | Type |
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Impel Pharmaceuticals Inc | NASDAQ:IMPL | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 0.2411 | 0.19 | 0.1901 | 0 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
(Address of principal executive offices) |
(Zip Code) |
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(Registrant’s telephone number, including area code)
(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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading symbol(s) |
Name of each exchange on which registered |
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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.
Amended Credit Agreement
On October 2, 2023, Impel Pharmaceuticals Inc. (the “Company”) entered into the Third Amendment to Credit Agreement and Guaranty (the “Amended Credit Agreement”) with Oaktree Fund Administration, LLC as administrative agent, and the existing lenders party thereto (collectively, the “Secured Parties”), which amends the Company’s Credit Agreement and Guaranty dated March 17, 2022, as amended on August 21, 2023 and September 5, 2023 (the “Original Agreement”). The Amended Credit Agreement and related agreements described in this Form 8-K were approved by a special committee of independent directors of the Board of Directors (the “Board”).
Pursuant to the Amended Credit Agreement, the requisite lenders waived certain defaults of the Company under the Original Agreement. Under the Amended Credit Agreement, terms of the tranche B term loans funding were modified, and the Company drew an additional $2,500,000 of tranche B term loans, at signing of the Amended Credit Agreement (of which 75% was funded on October 2, 2023 and 25% is expected to be funded by October 5, 2023). The Company continues to have the right to draw up to an additional $10,000,000 in tranche B term loans over the course of 2023, subject to the Company’s achievement of certain strategic milestones, satisfaction of minimum net revenue and product units sold covenants and satisfaction of certain other covenants and conditions as further amended in the Amended Credit Agreement.
The Amended Credit Agreement further provides that the Company shall use best efforts, subject to applicable law and fiduciary duties, to consummate an equity financing prior to October 31, 2023, and that to the extent proceeds from such financing exceed $5,000,000, the Company will apply 50% of such excess proceeds to repay the tranche B term loans.
The Amended Credit Agreement further provides that the Company will, no later than October 16, 2023, appoint one additional independent director (the “Designee”) to the Board, subject to approval by the administrative agent and required lenders, who shall (i) be entitled to reasonable and customary compensation and indemnification arrangements at the expense of the Company and (ii) be available to serve on any committees or subcommittees, including any committees overseeing, coordinating or implementing matters relating to the Company’s capital structure, any restructuring, any equity raise and any sale or business combination transaction. The Amended Credit Agreement further provides that if the Designee is unable or unwilling to serve and ceases to be a director, resigns as a director or is removed as a director, or for any other reason fails to serve or is not serving as a director, the Company agrees to cause the appointment to the Board of a new independent director in substantially the same manner as the Company, the administrative agent and the requisite lenders agreed upon the selection of such Designee.
The foregoing summary of the Amended Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Amended Credit Agreement, which is attached as Exhibit 10.1, and are incorporated by reference in its entirety.
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 in Item 1.01 of this Current Report on Form 8-K with respect to the Amended Credit Agreement is hereby incorporated by reference into this Item 2.03.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On September 28, 2023, the Company received notice (the “Notice”) from the Listing Qualifications staff of the Nasdaq Stock Market LLC (“Nasdaq”) that, because the closing bid price for the Company’s common stock has fallen below $1.00 per share for 30 consecutive business days, the Company no longer complies with the minimum bid price requirement for continued listing on The Nasdaq Global Market under Nasdaq Listing Rule 5450(a)(1). The Notice has no immediate effect on the listing of the Company’s common stock on the Nasdaq Global Select Market.
Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial compliance period of 180 calendar days, or until March 26, 2024, to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Company’s common stock must meet or exceed $1.00 per share for a minimum of 10 consecutive business days prior to March 26, 2024.
If the Company does not regain compliance by March 26, 2024, the Company may be eligible for an additional 180-calendar day grace period if it applies to transfer the listing of its common stock to The Nasdaq Capital Market. To qualify, the Company would be required to meet the continued listing requirement for the market value of its publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the minimum bid price requirement, and provide written notice of its intention to cure the minimum bid price deficiency during the second compliance period by effecting a reverse stock split, if necessary. If the Nasdaq staff determines that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible for such additional compliance period, Nasdaq will provide notice that the Company’s common stock will be subject to delisting. The
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Company would have the right to appeal a determination to delist its common stock, and the common stock would remain listed on the Nasdaq Global Select Market until the completion of the appeal process.
The Company is considering actions that it may take in response to the Notice in order to regain compliance with the continued listing requirements, but no decision about a response has been made at this time. There can be no assurance that the Company will be able to regain compliance with the minimum bid price requirement or will otherwise be in compliance with other Nasdaq listing criteria.
Item 3.02 Unregistered Sale of Equity Securities.
Pursuant to the Original Agreement, the Company also agreed to issue to the tranche B lenders and certain of their affiliates warrants (each, a “Warrant” and, collectively, the “Warrants”) to purchase, in aggregate of 4,749,800 shares of Common Stock. A total of 1,781,175 Warrants were issued on September 5, 2023, with the remaining 2,968,625 Warrants to be issued on a pro rata basis in connection with each subsequent draw by the Company of the tranche B term loans. In connection with the Company's draw of an additional $2,500,000 of tranche B term loans at signing of the Amended Credit Agreement, 445,293 Warrants were issued by the Company on October 2, 2023 and 148,431 Warrants are expected to be issued by the Company on October 5, 2023.
The terms of the Warrant were previously reported in a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on September 7, 2023, and all of such disclosure is incorporated herein by reference.
The Company issued the Warrants and offered the shares of Common Stock underlying the Warrants in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended.
Cautionary Statement Regarding Forward-Looking Statements
This filing contains “forward-looking” statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including, but not limited to, the Company’s ability to maintain compliance with the Amended Credit
Agreement and access additional funds thereunder, and to maintain listing on Nasdaq. Forward-looking statements can be identified by words such as: “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “plan,” “expect” or the negative or plural of these words or similar expressions. These statements are subject to numerous risks and uncertainties that could cause actual results and events to differ materially from those anticipated by the forward-looking statements. Important factors that may cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, risk factors described in the Company’s filings with the SEC, the Company’s ability to explore strategic alternatives, and the risk of the initiation of bankruptcy proceedings under Chapter 11 of the U.S. Bankruptcy Code by the Company. The Company disclaims and does not undertake any obligation to update or revise any forward-looking statement in this report, except as required by applicable law or regulation.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description |
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10.1^ |
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Third Amendment to Credit Agreement dated October 2, 2023.
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104
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Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document). |
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^ The Registrant has omitted schedules and exhibits pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of the omitted schedules and exhibits to the SEC upon request.
The Registrant has omitted portions of the exhibit as permitted under Item 601(b)(10) of Regulation S-K.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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IMPEL PHARMACEUTICALS INC. |
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Date: October 4, 2023 |
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By: |
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/s/ Adrian Adams |
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Adrian Adams |
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Chief Executive Officer |
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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL.
EXHIBIT 10.1
THIRD AMENDMENT TO Credit agreement AND guaranty
This Third Amendment to Credit Agreement and Guaranty (this “Amendment”) is made as of October 2, 2023, by and among IMPEL PHARMACEUTICALS INC., a Delaware corporation, as borrower (“Borrower”), the Lenders party to the Credit Agreement (as defined below) (the “Lenders”), OAKTREE FUND ADMINISTRATION, LLC, in its capacity as administrative agent for the Lenders (the “Administrative Agent”).
WHEREAS, the Borrower, the Administrative Agent and the Lenders party thereto previously entered into that certain Credit Agreement and Guaranty, dated as of March 17, 2022 (including the exhibits and other attachments thereto, as amended by that certain First Amendment, dated as of August 21, 2023, and that certain Second Amendment, dated as of September 5, 2023, the “Existing Credit Agreement”, and as further amended by this Amendment, the “Credit Agreement”);
WHEREAS, the Borrower has advised the Administrative Agent that certain Events of Default have occurred and are continuing under the Existing Credit Agreement due to: (i) the Borrower’s failure to deliver the materials required pursuant to Section 8.01(k) (Financial Statements and Other Information) with respect to the week ending September 15, 2023; (ii) the Borrower’s failure to timely satisfy the milestones on September 22, 2023 pursuant to Section 8.14 (Milestones); and (iii) the Borrower’s failure to comply with Section 10.02 (Minimum Net Revenue and Product Units Sold) for the three-week periods ended on September 15, 2023, September 22, 2023 and September 29, 2023 (the “Specified Defaults”);
WHEREAS, the Borrower has advised the Administrative Agent that the Borrower may fail to comply with Section 10.02 (Minimum Net Revenue and Product Units Sold) for the three-week period ended on October 6, 2023 and has requested that the Majority Lenders waive compliance with Section 10.02 for the three week period ended on October 6, 2023 (the “Additional Waiver”);
WHEREAS, upon an Event of Default the Majority Lenders may instruct the Administrative Agent to take certain remedies upon such Event of Default;
WHEREAS, the Borrower is requesting the Majority Lenders and Administrative Agent to waive the Specified Defaults and grant the Additional Waiver upon the terms and subject to the conditions of this Amendment;
WHEREAS, Majority Lenders and Administrative Agent have agreed to a limited waiver of the Specified Defaults and to grant the Additional Waiver on the terms and conditions set forth herein;
WHEREAS, the Borrower, the Administrative Agent and the Lenders have agreed to amend the Existing Credit Agreement on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, for and in consideration of the above premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, each of the Borrower, the Administrative Agent and the Lenders party hereto hereby covenants and agrees as follows:
“Immediately upon receipt by any Obligor of any Prepayment Proceeds, the Borrower shall prepay the Tranche B Term Loans plus the Tranche B Return Shortfall in an amount equal to 100% of such Prepayment Proceeds until the outstanding Tranche B Term Loans and Tranche B Return Shortfall have been paid in full.”
“Section 3.04 Commitment Termination. The Tranche A Commitment shall terminate automatically without further action upon the making by the Lenders of the Tranche A Term Loans on the Second Amendment Effective Date. The Tranche B Commitment shall be automatically and permanently reduced on a dollar-for-dollar basis by (a) the amount of Tranche B Term Loans made from time to time, and (b) the amount of any Prepayment Proceeds in excess of amounts applied to mandatory prepayments pursuant to Section 3.03(b)(ii).”
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“Section 8.20 Equity Financing. Subject to applicable Law and the fiduciary duties of the Borrower’s board of directors, including securities laws and disclosure requirements, the Borrower shall use best efforts to consummate primary equity financings for the sale of common stock on or prior to October 31, 2023, whether through at-the-market offerings, underwritten offerings or otherwise. In the event the Borrower receives aggregate net cash proceeds from one or more such equity financings after the Third Amendment Effective Date that exceed $5,000,000 (such excess proceeds, “Excess Equity Proceeds”), the Borrower shall apply fifty percent (50%) of such Excess Equity Proceeds (such fifty percent of the Excess Equity Proceeds, the “Prepayment Proceeds”) to repay Tranche B Term Loans in accordance with Section 3.03(b)(ii) and, to the extent such Prepayment Proceeds exceed the outstanding Tranche B Term Loans plus Tranche B Return Shortfall, the remaining Tranche B Commitments shall be automatically and permanently reduced on a dollar-for-dollar basis by the amount of such excess. In the event that the Borrower is unable to raise at least $5,000,000 in aggregate net cash proceeds through at-the-market offerings prior to October 31, 2023, or the Borrower and the Majority Lenders mutually agree, acting reasonably and in good faith, that the Borrower will not be able to raise such amount through at-the-market offerings by such time, the Borrower will use its best efforts to engage a financial advisor to assist the Borrower, subject to applicable Law and the fiduciary duties of the Borrower’s board of directors, with an underwritten equity offering or other common equity financing transaction on terms acceptable to the Majority Lenders; provided that the Borrower shall not be required to agree to any such engagement that would require the Borrower to pay material fees to such advisor that are not contingent upon the consummation of a successful equity raise.”
“8.21 Independent Director. On or prior to October 16, 2023, the Borrower shall cause at least one individual approved by the Administrative Agent and Majority Lenders to be appointed to the board of directors of the Borrower and to remain on the board of directors at all times thereafter (the “Independent Director”). The Independent Director will be entitled to reasonable and customary compensation and indemnification arrangements at the sole expense of the Borrower. The Independent Director shall have the right to serve on all committees or subcommittees, including any committees overseeing, coordinating or implementing matters relating to the Borrower’s capital structure, any restructuring, any equity raise and any sale or business combination transaction. If any Independent Director resigns, is removed or is unable to continue service for any reason, the Borrower shall cause the prompt appointment of a replacement Independent Director acceptable to the Administrative Agent and Majority Lenders.”
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““Independent Director” has the meaning set forth in Section 8.21.”
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[SIGNATURE PAGES FOLLOW]
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[Signature Page to Third Amendment]
BORROWER:
IMPEL PHARMACEUTICALS INC. |
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By: |
/s/ Adrian Adams |
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Name: |
Adrian Adams |
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Title: |
Chief Executive Officer |
[Signature Page to Third Amendment]
ADMINISTRATIVE AGENT:
OAKTREE FUND ADMINISTRATION, LLC
By: Oaktree Capital Management, L.P. Its: Managing Member
By: /s/ Matthew Stewart Name: Matthew Stewart
Title: Managing Director
By:/s/ Mary Gallegly Name: Mary Gallegly
Title: Managing Director
[Signature Page to Third Amendment]
LENDERS:
OAKTREE-TCDRS STRATEGIC CREDIT, LLC
By: Oaktree Capital Management, L.P.
Its: Manager
By: /s/ Matthew Stewart
Name: Matthew Stewart
Title: Managing Director
By: /s/ Mary Gallegly
Name: Mary Gallegly
Title: Managing Director
Address for Notices:
Oaktree Fund Administration, LLC 333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071 Attn: Oaktree Agency
Email: Oaktreeagency@alterdomus.com
With a copy to:
Oaktree Capital Management, L.P. 333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071 Attn: Aman Kumar
Email: AmKumar@oaktreecapital.com
With a copy to:
Sullivan & Cromwell LLP 125 Broad Street
New York, NY 10004 Attn: Ari B. Blaut
Email: blauta@sullcrom.com
[Signature Page to Third Amendment]
OAKTREE-FORREST MULTI-STRATEGY, LLC
By: Oaktree Capital Management, L.P.
Its: Manager
By: /s/ Matthew Stewart
Name: Matthew Stewart
Title: Managing Director
By: /s/ Mary Gallegly
Name: Mary Gallegly
Title: Managing Director
Address for Notices:
Oaktree Fund Administration, LLC 333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071 Attn: Oaktree Agency
Email: Oaktreeagency@alterdomus.com
With a copy to:
Oaktree Capital Management, L.P. 333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071 Attn: Aman Kumar
Email: AmKumar@oaktreecapital.com
With a copy to:
Sullivan & Cromwell LLP 125 Broad Street
New York, NY 10004 Attn: Ari B. Blaut
Email: blauta@sullcrom.com
[Signature Page to Third Amendment]
OAKTREE-TBMR STRATEGIC CREDIT FUND C, LLC
By: Oaktree Capital Management, L.P.
Its: Manager
By: /s/ Matthew Stewart
Name: Matthew Stewart
Title: Managing Director
By: /s/ Mary Gallegly
Name: Mary Gallegly
Title: Managing Director
Address for Notices:
Oaktree Fund Administration, LLC 333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071 Attn: Oaktree Agency
Email: Oaktreeagency@alterdomus.com
With a copy to:
Oaktree Capital Management, L.P. 333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071 Attn: Aman Kumar
Email: AmKumar@oaktreecapital.com
With a copy to:
Sullivan & Cromwell LLP 125 Broad Street
New York, NY 10004 Attn: Ari B. Blaut
Email: blauta@sullcrom.com
[Signature Page to Third Amendment]
OAKTREE-TBMR STRATEGIC CREDIT FUND F, LLC
By: Oaktree Capital Management, L.P.
Its: Manager
By: /s/ Matthew Stewart
Name: Matthew Stewart
Title: Managing Director
By: /s/ Mary Gallegly
Name: Mary Gallegly
Title: Managing Director
Address for Notices:
Oaktree Fund Administration, LLC 333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071 Attn: Oaktree Agency
Email: Oaktreeagency@alterdomus.com
With a copy to:
Oaktree Capital Management, L.P. 333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071 Attn: Aman Kumar
Email: AmKumar@oaktreecapital.com
With a copy to:
Sullivan & Cromwell LLP 125 Broad Street
New York, NY 10004 Attn: Ari B. Blaut
Email: blauta@sullcrom.com
[Signature Page to Third Amendment]
OAKTREE-TBMR STRATEGIC CREDIT FUND G, LLC
By: Oaktree Capital Management, L.P.
Its: Manager
By: /s/ Matthew Stewart
Name: Matthew Stewart
Title: Managing Director
By: /s/ Mary Gallegly
Name: Mary Gallegly
Title: Managing Director
Address for Notices:
Oaktree Fund Administration, LLC 333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071 Attn: Oaktree Agency
Email: Oaktreeagency@alterdomus.com
With a copy to:
Oaktree Capital Management, L.P. 333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071 Attn: Aman Kumar
Email: AmKumar@oaktreecapital.com
With a copy to:
Sullivan & Cromwell LLP 125 Broad Street
New York, NY 10004 Attn: Ari B. Blaut
Email: blauta@sullcrom.com
[Signature Page to Third Amendment]
OAKTREE-TSE 16 STRATEGIC CREDIT, LLC
By: Oaktree Capital Management, L.P.
Its: Manager
By: /s/ Matthew Stewart
Name: Matthew Stewart
Title: Managing Director
By: /s/ Mary Gallegly
Name: Mary Gallegly
Title: Managing Director
Address for Notices:
Oaktree Fund Administration, LLC 333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071 Attn: Oaktree Agency
Email: Oaktreeagency@alterdomus.com
With a copy to:
Oaktree Capital Management, L.P. 333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071 Attn: Aman Kumar
Email: AmKumar@oaktreecapital.com
With a copy to:
Sullivan & Cromwell LLP 125 Broad Street
New York, NY 10004 Attn: Ari B. Blaut
Email: blauta@sullcrom.com
[Signature Page to Third Amendment]
INPRS STRATEGIC CREDIT HOLDINGS, LLC
By: Oaktree Capital Management, L.P.
Its: Manager
By: /s/ Matthew Stewart
Name: Matthew Stewart
Title: Managing Director
By: /s/ Mary Gallegly
Name: Mary Gallegly
Title: Managing Director
Address for Notices:
Oaktree Fund Administration, LLC 333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071 Attn: Oaktree Agency
Email: Oaktreeagency@alterdomus.com
With a copy to:
Oaktree Capital Management, L.P. 333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071 Attn: Aman Kumar
Email: AmKumar@oaktreecapital.com
With a copy to:
Sullivan & Cromwell LLP 125 Broad Street
New York, NY 10004 Attn: Ari B. Blaut
Email: blauta@sullcrom.com
[Signature Page to Third Amendment]
OAKTREE GILEAD INVESTMENT FUND AIF (DELAWARE), L.P.
By: Oaktree Fund AIF Series, L.P. – Series T
Its: General Partner
By: Oaktree Fund GP AIF, LLC
Its: Managing Member
By: Oaktree Fund GP III, L.P.
Its: General Partner
By: /s/ Matthew Stewart
Name: Matthew Stewart
Title: Authorized Signatory
By: /s/ Mary Gallegly
Name: Mary Gallegly
Title: Authorized Signatory
Address for Notices:
Oaktree Fund Administration, LLC 333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071 Attn: Oaktree Agency
Email: Oaktreeagency@alterdomus.com
With a copy to:
Oaktree Capital Management, L.P. 333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071 Attn: Aman Kumar
Email: AmKumar@oaktreecapital.com
With a copy to:
Sullivan & Cromwell LLP 125 Broad Street
New York, NY 10004 Attn: Ari B. Blaut
Email: blauta@sullcrom.com
[Signature Page to Third Amendment]
OAKTREE SPECIALTY LENDING CORPORATION
By: Oaktree Fund Advisors, LLC
Its: Investment Adviser
By: /s/ Matthew Stewart
Name: Matthew Stewart
Title: Managing Director
By: /s/ Mary Gallegly
Name: Mary Gallegly
Title: Managing Director
Address for Notices:
Oaktree Fund Administration, LLC 333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071 Attn: Oaktree Agency
Email: Oaktreeagency@alterdomus.com
With a copy to:
Oaktree Capital Management, L.P. 333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071 Attn: Aman Kumar
Email: AmKumar@oaktreecapital.com
With a copy to:
Sullivan & Cromwell LLP 125 Broad Street
New York, NY 10004 Attn: Ari B. Blaut
Email: blauta@sullcrom.com
[Signature Page to Third Amendment]
OAKTREE STRATEGIC CREDIT FUND
By: Oaktree Fund Advisors, LLC
Its: Investment Advisor
By: /s/ Matthew Stewart
Name: Matthew Stewart
Title: Managing Director
By: /s/ Mary Gallegly
Name: Mary Gallegly
Title: Managing Director
Address for Notices:
Oaktree Fund Administration, LLC 333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071 Attn: Oaktree Agency
Email: Oaktreeagency@alterdomus.com
With a copy to:
Oaktree Capital Management, L.P. 333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071 Attn: Aman Kumar
Email: AmKumar@oaktreecapital.com
With a copy to:
Sullivan & Cromwell LLP 125 Broad Street
New York, NY 10004 Attn: Ari B. Blaut
Email: blauta@sullcrom.com
[Signature Page to Third Amendment]
OAKTREE GCP FUND DELAWARE HOLDINGS, L.P.
By: Oaktree Global Credit Plus Fund GP, L.P.
Its: General Partner
By: Oaktree Global Credit Plus Fund GP Ltd.
Its: General Partner
By: Oaktree Capital Management, L.P.
Its: Director
By: /s/ Matthew Stewart
Name: Matthew Stewart
Title: Managing Director
By: /s/ Mary Gallegly
Name: Mary Gallegly
Title: Managing Director
Address for Notices:
Oaktree Fund Administration, LLC 333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071 Attn: Oaktree Agency
Email: Oaktreeagency@alterdomus.com
With a copy to:
Oaktree Capital Management, L.P. 333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071 Attn: Aman Kumar
Email: AmKumar@oaktreecapital.com
With a copy to:
Sullivan & Cromwell LLP 125 Broad Street
New York, NY 10004 Attn: Ari B. Blaut
Email: blauta@sullcrom.com
[Signature Page to Third Amendment]
OAKTREE DIVERSIFIED INCOME FUND INC.
By: Oaktree Fund Advisors, LLC
Its: Investment Advisor
By: /s/ Matthew Stewart
Name: Matthew Stewart
Title: Managing Director
By: /s/ Mary Gallegly
Name: Mary Gallegly
Title: Managing Director
Address for Notices:
Oaktree Fund Administration, LLC 333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071 Attn: Oaktree Agency
Email: Oaktreeagency@alterdomus.com
With a copy to:
Oaktree Capital Management, L.P. 333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071 Attn: Aman Kumar
Email: AmKumar@oaktreecapital.com
With a copy to:
Sullivan & Cromwell LLP 125 Broad Street
New York, NY 10004 Attn: Ari B. Blaut
Email: blauta@sullcrom.com
[Signature Page to Third Amendment]
OAKTREE AZ STRATEGIC LENDING FUND, L.P.
By: Oaktree AZ Strategic Lending Fund GP, L.P.
Its: General Partner
By: Oaktree Fund GP IIA, LLC
Its: General Partner
By: Oaktree Fund GP II, L.P.
Its: Managing Member
By: /s/ Matthew Stewart
Name: Matthew Stewart
Title: Authorized Signatory
By: /s/ Mary Gallegly
Name: Mary Gallegly
Title: Authorized Signatory
Address for Notices:
Oaktree Fund Administration, LLC 333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071 Attn: Oaktree Agency
Email: Oaktreeagency@alterdomus.com
With a copy to:
Oaktree Capital Management, L.P. 333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071 Attn: Aman Kumar
Email: AmKumar@oaktreecapital.com
With a copy to:
Sullivan & Cromwell LLP 125 Broad Street
New York, NY 10004 Attn: Ari B. Blaut
Email: blauta@sullcrom.com
[Signature Page to Third Amendment]
OAKTREE LOAN ACQUISITION FUND, L.P.
By: Oaktree Fund GP IIA, LLC
Its: General Partner
By: Oaktree Fund GP II, L.P.
Its: Managing Member
By: /s/ Matthew Stewart
Name: Matthew Stewart
Title: Authorized Signatory
By: /s/ Mary Gallegly
Name: Mary Gallegly
Title: Authorized Signatory
Address for Notices:
Oaktree Fund Administration, LLC 333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071 Attn: Oaktree Agency
Email: Oaktreeagency@alterdomus.com
With a copy to:
Oaktree Capital Management, L.P. 333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071 Attn: Aman Kumar
Email: AmKumar@oaktreecapital.com
With a copy to:
Sullivan & Cromwell LLP 125 Broad Street
New York, NY 10004 Attn: Ari B. Blaut
Email: blauta@sullcrom.com
[Signature Page to Third Amendment]
OAKTREE LSL FUND HOLDINGS EURRC S.À R.L.
26A, boulevard Royal L-2449 Luxembourg, Grand Duchy of Luxembourg
R.C.S Luxembourg Number: B269245
By: /s/ Martin Eckel
Name: Martin Eckel
Title: Manager
By: /s/ Flora Verrecchia
Name: Flora Verrecchia
Title: Authorized Signatory
Address for Notices:
Oaktree Fund Administration, LLC 333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071 Attn: Oaktree Agency
Email: Oaktreeagency@alterdomus.com
With a copy to:
Oaktree Capital Management, L.P. 333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071 Attn: Aman Kumar
Email: AmKumar@oaktreecapital.com
With a copy to:
Sullivan & Cromwell LLP 125 Broad Street
New York, NY 10004 Attn: Ari B. Blaut
Email: blauta@sullcrom.com
[Signature Page to Third Amendment]
OAKTREE LSL FUND DELAWARE HOLDINGS EURRC, L.P.
By: Oaktree Life Sciences Lending Fund GP, L.P.
Its: General Partner
By: Oaktree Life Sciences Lending Fund GP Ltd.
Its: General Partner
By: /s/ Matthew Stewart
Name: Matthew Stewart
Title: Managing Director
By: /s/ Mary Gallegly
Name: Mary Gallegly
Title: Managing Director
Address for Notices:
Oaktree Fund Administration, LLC 333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071 Attn: Oaktree Agency
Email: Oaktreeagency@alterdomus.com
With a copy to:
Oaktree Capital Management, L.P. 333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071 Attn: Aman Kumar
Email: AmKumar@oaktreecapital.com
With a copy to:
Sullivan & Cromwell LLP 125 Broad Street
New York, NY 10004 Attn: Ari B. Blaut
Email: blauta@sullcrom.com
[Signature Page to Third Amendment]
OAKTREE PRE LIFE SCIENCES FUND, L.P.
By: Oaktree Pre Life Sciences Fund GP, L.P.
Its: General Partner
By: Oaktree Fund GP IIA, LLC
Its: General Partner
By: Oaktree Fund GP II, L.P.
Its: Managing Member
By: /s/ Matthew Stewart
Name: Matthew Stewart
Title: Authorized Signatory
By: /s/ Mary Gallegly
Name: Mary Gallegly
Title: Authorized Signatory
Address for Notices:
Oaktree Fund Administration, LLC 333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071 Attn: Oaktree Agency
Email: Oaktreeagency@alterdomus.com
With a copy to:
Oaktree Capital Management, L.P. 333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071 Attn: Aman Kumar
Email: AmKumar@oaktreecapital.com
With a copy to:
Sullivan & Cromwell LLP 125 Broad Street
New York, NY 10004 Attn: Ari B. Blaut
Email: blauta@sullcrom.com
[Signature Page to Third Amendment]
KKR HEALTH CARE STRATEGIC GROWTH FUND L.P.
By: KKR Associates HCSG L.P.,
Its: General Partner
By: KKR HCSG GP LLC,
Its: General Partner
By: /s/ Ali Satvat
Name: Ali Satvat
Title: Vice President
Address for Notices:
KKR
2800 Sand Hill Road
Suite 200
Menlo Park, California 94025
Attn: Ali Satvat
Email: Ali.Satvat@kkr.com
With a copy to:
Paul, Weiss, Rifkind Wharton & Garrison LLP
1285 6th Avenue
New York, NY 10019
Attn: Sung Pak
Email: spak@paulweiss.com
[Signature Page to Third Amendment]
KKR HCS GROWTH FUND ESC L.P.
By: KKR HCSG GP LLC,
Its: General Partner
By: /s/ Ali Satvat
Name: Ali Satvat
Title: Vice President
Address for Notices:
KKR
2800 Sand Hill Road
Suite 200
Menlo Park, California 94025
Attn: Ali Satvat
Email: Ali.Satvat@kkr.com
With a copy to:
Paul, Weiss, Rifkind Wharton & Garrison LLP
1285 6th Avenue
New York, NY 10019
Attn: Sung Pak
Email: spak@paulweiss.com
[Signature Page to Third Amendment]
KKR HCS GROWTH FUND SBS L.P.
By: KKR HCSG GP LLC,
Its: General Partner
By: /s/ Ali Satvat
Name: Ali Satvat
Title: Vice President
Address for Notices:
KKR
2800 Sand Hill Road
Suite 200
Menlo Park, California 94025
Attn: Ali Satvat
Email: Ali.Satvat@kkr.com
With a copy to:
Paul, Weiss, Rifkind Wharton & Garrison LLP
1285 6th Avenue
New York, NY 10019
Attn: Sung Pak
Email: spak@paulweiss.com
[Signature Page to Third Amendment]
EXHIBIT A
EXHIBIT M
MILESTONES
Milestone |
Milestone Deadline |
Aggregate Tranche B Availability |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
[***] |
Document and Entity Information |
Sep. 28, 2023 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Entity Ex Transition Period | false |
Amendment Flag | false |
Document Period End Date | Sep. 28, 2023 |
Entity Registrant Name | IMPEL PHARMACEUTICALS INC. |
Entity Central Index Key | 0001445499 |
Entity Emerging Growth Company | true |
Security12b Title | Common Stock, $0.001 Par Value Per Share |
Trading Symbol | IMPL |
Security Exchange Name | NASDAQ |
Entity File Number | 001-40353 |
Entity Incorporation State Country Code | DE |
Entity Tax Identification Number | 26-3058238 |
Entity Address Address Line1 | 201 Elliott Avenue West |
Entity Address, Address Line Two | Suite 260 |
Entity Address City Or Town | Seattle |
Entity Address State Or Province | WA |
Entity Address Postal Zip Code | 98119 |
City Area Code | 206 |
Local Phone Number | 568-1466 |
Written Communications | false |
Soliciting Material | false |
Pre Commencement Tender Offer | false |
Pre Commencement Issuer Tender Offer | false |
1 Year Impel Pharmaceuticals Chart |
1 Month Impel Pharmaceuticals Chart |
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