8-K 1 d678656d8k.htm 8-K 8-K





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): December 31, 2018




(Exact Name of Registrant as specified in its charter)




Delaware   001-37906   98-1329150

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)

85 Dan Road

Canton, MA

(Address of principal executive offices)     (Zip Code)

(781) 575-0775

(Registrant’s telephone number, including area code)

Not Applicable

(Registrant’s name or former address, if change 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))

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 pursuant to Section 13(a) of the Exchange Act.  ☐




Item 1.01

Entry into a Material Definitive Agreement.

On December 31, 2018, Organogenesis Inc., a wholly owned subsidiary of Organogenesis Holdings Inc. (“Organogenesis”), and Prime Merger Sub, LLC, a wholly owned subsidiary of Organogenesis, entered into an amendment (the “Eighth Amendment”) to the credit agreement, dated as of March 21, 2017 (as amended, amended and restated, supplemented or otherwise modified prior to the Eighth Amendment, the “Credit Agreement”), by and among Organogenesis, the lenders party thereto and Silicon Valley Bank, as administrative agent.

Pursuant to the Eighth Amendment, (i) the term loan commitments under the Credit Agreement were reduced to zero and (ii) the next testing date of the financial covenant levels under the Credit Agreement was extended to January 31, 2019.

A copy of the Eighth Amendment is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference, and the foregoing description of the Eighth Amendment is qualified by reference thereto.


Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.



10.1    Eighth Amendment to Credit Agreement and Amendment to Consent Agreement dated as of December 31, 2018 by and among Organogenesis Inc., Prime Merger Sub, LLC and Silicon Valley Bank.


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.



Organogenesis Holdings Inc.



/s/ Timothy M. Cunningham



Timothy M. Cunningham



Chief Financial Officer

Date: January 7, 2019