8-K 1 avid_8k.htm FORM 8-K



Washington, DC 20549








Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): April 21, 2020





(Exact name of registrant as specified in its charter)


Delaware 001-32839 95-3698422
(State of other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)


2642 Michelle Drive, Suite 200, Tustin, California 92780

(Address of Principal Executive Offices)


Registrant’s telephone number, including area code: (714) 508-6100



(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:


oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
oSoliciting material pursuant to Rule 14A-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR.14d-2(b))
oPre-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 Name of each exchange on which registered
Common Stock, $0.001 par value per share CDMO The NASDAQ Stock Market LLC

10.50% Series E Convertible Preferred Stock, $0.001 par value per share




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 1.01Entry into a Material Definitive Agreement.


On April 21, 2020, Avid Bioservices, Inc. (the “Company”) received loan proceeds of approximately $4.4 million under the Paycheck Protection Program (the “PPP Loan”). The Paycheck Protection Program (“PPP”) was established under the recent congressionally approved Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and is administered by the U.S. Small Business Administration. The PPP Loan to the Company is being made through City National Bank (the “Lender”).


The PPP Loan is unsecured, matures on April 21, 2022, and bears interest at a fixed rate of 1.00% per annum. Payments of principal and interest on the PPP Loan will be deferred for the first six months of the loan term. Under the terms of the CARES Act, the Company may apply for and be granted forgiveness for all or a portion of the PPP Loan. Such forgiveness will be determined, subject to limitations, based on the use of the loan proceeds for qualifying expenses, which include payroll costs, rent, and utility costs over the eight-week period following receipt of the loan proceeds. No assurance is provided that the Company will be successful in obtaining forgiveness of the PPP Loan in whole or in part.


In the event that no amount or less than all of the PPP Loan is forgiven, commencing in month seven following receipt of the loan proceeds, the Company is required to make equal monthly payments of principal and interest over the remaining loan term with the remaining balance, if any, due at the end of the loan term. The PPP Loan is evidenced by a promissory note (the “Note”), which contains customary events of default relating to, among other things, payment defaults and breaches of representations and warranties. The PPP Loan may be prepaid by the Company at any time prior to maturity with no prepayment penalties.


The foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Note, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.


Item 2.03Creation 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 is incorporated herein by reference.


Item 9.01Financial Statements and Exhibits.


(d)       Exhibits. The following exhibit is being filed herewith:




10.1 Promissory Note, dated April 17, 2020, by and between Avid Bioservices, Inc. and City National Bank.


















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.



Date:  April 23, 2020 By:   /s/ Daniel R. Hart
           Daniel R. Hart
           Chief Financial Officer










Number Description
10.1 Promissory Note, dated April 17, 2020, by and between Avid Bioservices, Inc. and City National Bank