IMPEL NEUROPHARMA INC: Creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant, unregistered sale of equity securities (Form 8-K)



Item 2.03  Creation of a Direct Financial Obligation or an Obligation under an
           Off-Balance Sheet Arrangement of a Registrant.

As stated previously, Impel NeuroPharma Inc., (the “Company”) entered into a loan and guarantee agreement (the “Agreement”), dated July 2, 2021 (the “Closing Date”), with Oxford Finance LLC (“Oxford”), as guarantee agent and lender, and Silicon Valley Bank (“SVB”), as a lender (together with Oxford, the “Lenders”) under which a term loan of a maximum amount $ 50.0 million has been made available to the Company. In accordance with the Agreement, a
$ 20.0 million the term loan was previously funded at the closing date, leaving two additional term loan advances of $ 10.0 million and $ 20.0 million available under the Agreement after the Closing Date.

At September 30, 2021, the Company chose to shoot the second $ 10.0 million
term loan advance under the Agreement (the “B Term Loan”). Immediately after this $ 10.0 million drawdown, $ 20.0 million borrowing capacity has remained available under the Agreement, subject to the terms and conditions set forth therein.

In addition, under term loan B, the Company issued the lenders’ warrants to purchase 23,166 common shares of the Company at an exercise price per share of $ 12.95 (the “Warrants”). The warrants may be exercised for 10 years from the date of issue.

The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement which was filed as Exhibit 10.4 of the Quarterly Report on Form 10-Q filed by the Company on August 16, 2021.

Item 3.02 Unrecorded Sales of Equity securities.

The information set out in Section 2.03 above relating to the Warrants is incorporated by reference in this Section 3.02. The issuance of the warrants and the issuance of the ordinary shares of the Company underlying the warrants will be carried out on the basis of the exemption from registration contained in section 4 (a) (2) of the Securities Act of 1933, as amended.


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