CERENOME, INC. 8K

Cerenome, Inc. entered into a private Securities Purchase Agreement for up to $21.28 million of senior secured convertible notes, secured by substantially all assets and convertible into common stock, to be funded in multiple tranches with associated registration rights.

The Form 8-K discloses that Cerenome, Inc. has entered into a Securities Purchase Agreement under which a group of investors will purchase up to $21,276,596 aggregate principal amount of senior secured convertible notes in multiple tranches—Initial Notes, Second Notes, and Additional Notes—at a discount to face value, with the notes ranking senior to all other indebtedness, secured by a first-priority lien on substantially all assets of Cerenome and its subsidiaries (including stock pledges and subsidiary guarantees), and accompanied by registration rights for the common stock into which the notes are convertible. The agreement provides for an Initial Closing and a Second Closing subject to specified conditions (including effectiveness of a registration statement and absence of events of default), and gives investors optional rights and the company certain mandatory rights to consummate additional closings for the Additional Notes within 18 months, contingent on trading, liquidity, and other eligibility conditions as well as effectiveness of resale registration for the underlying conversion shares. The company represents that the offering is being conducted as a private placement under Section 4(a)(2) and Regulation D, that the notes will be freely convertible into common stock (subject to terms in the notes), and that extensive security documents, guarantees, and account control agreements will perfect the investors’ security interests, thereby materially increasing Cerenome’s secured debt obligations while providing significant potential dilution to existing equity holders through the reserved conversion share pool.

Filing Facts

CIK

1095981

Ticker

-

Form

8K

Source Type

sec

Accession

0001193125-26-387267

Alert Tier

7