8-K 1 d812597d8k.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): November 12, 2019




(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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class





Name of each exchange

on which registered

Class A Common Stock, $0.0001 par value   ORGO   Nasdaq Capital Market

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 November 12, 2019, Organogenesis Holdings Inc., Organogenesis Inc., and Prime Merger Sub LLC (collectively, the “Company”) entered into a First Amendment to Credit Agreement (the “First Amendment”) with Silicon Valley Bank (“SVB”), as the Issuing Lender and Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (the “Administrative Agent”). The First Amendment amends the Credit Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), dated as of March 14, 2019, by and among the Company, the Issuing Lender and Swingline Lender, and the Administrative Agent, by deleting Section 6.20 of the Credit Agreement in its entirety and inserting in its place a provision with the following requirements:



On or before December 31, 2019, the Company shall provide to Administrative Agent a fully executed Collateral Assignment of Leases, Right to Assign Leases and Landlord’s Consent for each of the 65 Dan Road Lease, 85 Dan Road Lease, 150 Dan Road Lease and 275 Dan Road Lease (each as defined in the Credit Agreement and collectively, the “Lease Agreements”).



On or before December 31, 2021, the Company shall have entered into a written amendment or extension agreement extending the applicable termination date under each of the Lease Agreements to a date beyond the Revolving Termination Date and the Term Loan Maturity Date (each as defined in the Credit Agreement).

The foregoing description of the First Amendment is only a summary and is qualified in its entirety by reference to the First Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.


Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits





10.1    First Amendment to Credit Agreement dated November  12, 2019 among Organogenesis Holdings Inc., Organogenesis Inc. and Prime Merger Sub, LLC, collectively as borrower, and Silicon Valley Bank, in its capacity as the Issuing Lender and Swingline Lender, Silicon Valley Bank, as Administrative Agent, and Silicon Valley Bank and the other lenders listed therein, collectively as lenders.


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

Name:   Timothy M. Cunningham
Title:   Chief Financial Officer

Date: November 15, 2019