0001279569-18-000686.txt : 20180409 0001279569-18-000686.hdr.sgml : 20180409 20180409124736 ACCESSION NUMBER: 0001279569-18-000686 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20180406 FILED AS OF DATE: 20180409 DATE AS OF CHANGE: 20180409 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cardiome Pharma Corp CENTRAL INDEX KEY: 0001036141 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29338 FILM NUMBER: 18745089 BUSINESS ADDRESS: STREET 1: 6TH FLOOR STREET 2: 1441 CREEKSIDE DRIVE CITY: VANCOUVER STATE: A1 ZIP: V6J 4S7 BUSINESS PHONE: 1-604-677-6905 MAIL ADDRESS: STREET 1: 6TH FLOOR STREET 2: 1441 CREEKSIDE DRIVE CITY: VANCOUVER STATE: A1 ZIP: V6J 4S7 FORMER COMPANY: FORMER CONFORMED NAME: CARDIOME PHARMA CORP DATE OF NAME CHANGE: 20000407 6-K 1 cardiome6k.htm FORM 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13A-16 or 15d-16 of

The Securities Exchange Act of 1934

For the month of April 2018

COMMISSION FILE Number. 000-29338

CARDIOME PHARMA CORP.

(Translation of registrant’s name into English)

1441 Creekside Drive, 6th floor

Vancouver, British Columbia, V6J 4S7, CANADA

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F

Form 20-F ☒

Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

DOCUMENTS INCLUDED AS PART OF THIS REPORT

Exhibit		Description

99.1		Material Change Report Dated April 6, 2018
99.2		FIRST AMENDING AGREEMENT TO AMENDED AND RESTATED TERM LOAN AGREEMENT

Exhibits 99.1 and 99.2 are incorporated by reference into the Registration Statement on Form F-10 of the Registrant (File No. 333-209606) and the Registration Statements on Form S-8 of the Registrant (File No. 333-199091 and File No. 333-19902).

SIGNATURES

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, thereunto duly authorized.

	*CARDIOME PHARMA CORP.*
	(Registrant)

Date: April 6, 2018	By:	/s/ Justin Renz
		Name: Justin Renz
		Title: Chief Financial Officer

EX-99.1 2 ex991.htm MATERIAL CHANGE REPORT

Exhibit 99.1

Form 51-102F3

MATERIAL CHANGE REPORT

Item 1.

Name and Address of Reporting Issuer

Cardiome Pharma Corp. (“Cardiome” or the “Corporation”)

1441 Creekside Drive, 6^th floor

Vancouver, BC V6J 4S7

Item 2.

Date of Material Change

March 27, 2018

Item 3.

News Release

A news release announcing the material change was disseminated on April 6, 2018 through Canada Newswire and filed on SEDAR.

Item 4.

Summary of Material Change

Cardiome has entered into a first amending agreement to its amended and restated term loan agreement with CRG Servicing LLC (“CRG”) managed funds dated May 11, 2017 (the "Amending Agreement") to provide for certain adjustments to the financial covenants with respect to minimum revenue. Under the terms of the Amending Agreement, CRG has waived its right to receive payment of certain cash compensation of up to $6 million dollars that would have been required under the original agreement and has agreed to permit the divestiture of Cardiome’s Canadian business portfolio under the proposed transaction with Cipher Pharmaceuticals Inc. In consideration for entering into the Amended Agreement, CRG received 800,000 common share purchase warrants with an exercise price of US$2.50 (the “Warrants”). The Warrants are subject to a four-month hold period and are exercisable until March 27, 2023.

Item 5.

5.1 - Full Description of Material Change

Cardiome has entered into a first amending agreement to its amended and restated term loan agreement with CRG managed funds dated May 11, 2017 to provide for certain adjustments to the financial covenants with respect to minimum revenue. Under the terms of the Amending Agreement, CRG has waived its right to receive payment of certain cash compensation of up to $6 million dollars that would have been required under the original agreement and has agreed to permit the divestiture of Cardiome’s Canadian business portfolio under the proposed transaction with Cipher Pharmaceuticals Inc. In consideration for entering into the Amending Agreement, CRG received 800,000 Warrants with an exercise price of US$2.50. The Warrants are subject to a four-month hold period and are exercisable until March 27, 2023.

5.2 - Disclosure for Restructuring Transactions

Not applicable.

Item 6.

Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

-2-

Item 7.

Omitted Information

Not applicable.

Item 8.

Executive Officer

For further information, please contact:

Justin Renz

Chief Financial Officer

778-331-0962

Item 9.

Date of Report

April 6, 2018.

EX-99.2 3 ex992.htm LOAN AGREEMENT

Exhibit 99.2

Execution Version

FIRST AMENDING AGREEMENT TO
AMENDED AND RESTATED TERM LOAN AGREEMENT

dated as of March 27, 2018

between

CARDIOME PHARMA CORP.

as Borrower,

The Subsidiary Guarantors from Time to Time Party Hereto,

The Lenders from Time to Time Party Hereto,

and

CRG SERVICING LLC

as Administrative and Collateral Agent

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FIRST AMENDING AGREEMENT TO THE AMENDED AND RESTATED TERM LOAN AGREEMENT, dated as of March 27, 2018 (this “Amending Agreement”) among Cardiome Pharma Corp., as Borrower, the Subsidiary Guarantors party hereto, the Lenders party hereto and CRG Servicing LLC, as Administrative Agent.

RECITALS

WHEREAS the Borrower, the Subsidiary Guarantors, the Lenders and the Administrative Agent are parties to the Amended and Restated Term Loan Agreement dated as of May 11, 2017 (the “Credit Agreement”);

AND WHEREAS the Borrower, the Subsidiary Guarantors, the Lenders and the Administrative Agent have agreed to amend certain provisions of the Credit Agreement in the manner and on the terms and conditions provided for herein.

NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1
definitions

1.1

Definitions

All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.

ARTICLE 2
amendmentS

2.1

Amendments to Credit Agreement

1) Section 1.01 of the Credit Agreement is hereby amended by adding the following definition in the applicable alphabetical order:

“First Amendment” means the First Amending Agreement to this Agreement dated as of March 27, 2018.

2) Section 1.01 of the Credit Agreement is hereby amended by deleting the definition of “Warrants” therein and replacing such definition with:

“Warrants” means the warrants to purchase Equity Interests of Borrower, issued by Borrower to the Lender as an inducement for the Lenders to agree to the amendments to the Original Agreement and to the First Amendment.

3) Section 7.23 of the Credit Agreement is hereby deleted in its entirety.

4) Section 10.02 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

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10.02 Minimum Revenue. Borrower and its Subsidiaries shall have annual Revenue from sales of the Product (for each respective calendar year, the “Minimum Required Revenue”):

during the twelve month period beginning on January 1, 2016, of at least $[redacted];

during the twelve month period beginning on January 1, 2017, of at least $[redacted];

during the twelve month period beginning on January 1, 2018, of at least $[redacted];

during the twelve month period beginning on January 1, 2019, of at least $[redacted];

during the twelve month period beginning on January 1, 2020, of at least $[redacted];

during the twelve month period beginning on January 1, 2021, of at least $[redacted];

during the twelve month period beginning on January 1, 2022 and all successive twelve month periods thereafter, of at least $[redacted],

or, in each case above, an Equivalent Amount in Canadian dollars if all annual Revenue from sales of the Product is received in Canadian dollars.

5) Schedule 1 of the Credit Agreement is hereby amended by deleting the table under the heading “WARRANT SHARES” therein in its entirety and replacing such table with the following:

Lender	Number of shares of common stock subject to the Warrants as at the date of this Agreement	Number of shares of common stock subject to the Warrants provided on the date of the First Amendment	Total Number of shares of common stock subject to the Warrants
CRG Partners III – Parallel Fund “A” L.P.	48,930	55,951	104,850
CRG Partners III L.P.	91,280	104,319	195,600
CRG Partners III (Cayman) L.P.	209,790	239,730	449,550
CRG Partners III – Parallel Fund “B” (Cayman) L.P.	350,000	400,000	750,000
TOTAL	700,000	800,000	1,500,000

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ARTICLE 3
conditions precedent

3.1

Conditions Precedent

This Amending Agreement shall become effective if and when:

(a)

the Administrative Agent shall have received this Amending Agreement duly executed and delivered by the Administrative Agent, the Lenders, the Borrower and the Subsidiary Guarantors;

(b)

no Event of Default shall have occurred and be continuing;

(c)

the Borrower shall have paid all fees and expenses owing the Administrative Agent and the Lenders as of the date of this Amending Agreement; and

(d)

each Lender has received additional Warrants (as such term is defined in the Credit Agreement as amended by this Amendment Agreement) duly executed by the Borrower so that the total number of shares of common stock of the Borrower subject to the Warrants will equal the number opposite the name of such Lender in Schedule 1 to the Credit Agreement after giving effect to this Amending Agreement and evidence satisfactory to such Lender that the issue of all Warrants and the common stock of the Borrower issuable on the valid exercise of such Warrants has been approved by the Toronto Stock Exchange.

ARTICLE 4
representations and warranties

4.1

Representations and Warranties True and Correct; No Default or Event of Default

Each Obligor hereby represents and warrants to the Administrative Agent and the Lenders that after giving effect to this Amending Agreement, (i) each of the representations and warranties of the Obligors contained in the Credit Agreement and each of the other Loan Documents is true and correct on, and as of the date hereof as if made on such date (except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or expressly contemplated by the Credit Agreement) and (ii) no event has occurred and is continuing which constitutes or would constitute a Default or an Event of Default.

ARTICLE 5

SUBSIDIARY GUARANTOR CONFIRMATION

5.1

Subsidiary Guarantor Confirmation

Each Subsidiary Guarantor acknowledges and agrees that each Guarantee to which it is a party continues to be valid and enforceable against such Subsidiary Guarantor in accordance with its terms and continues to guarantee the obligations set out therein. Further, in connection with the Credit Agreement as amended by this Amending Agreement, each Subsidiary Guarantor hereby ratifies, confirms, acknowledges and agrees that such Subsidiary Guarantor is and continues to be bound by all of the obligations, indebtedness and liabilities of, and grants of security made by, such Subsidiary Guarantor under the Loan Documents to which each is a party.

- 5 -

ARTICLE 6
miscellaneous

6.1

No Other Amendments, Waivers or Consents

Except as expressly set forth herein, the Credit Agreement and all Credit Documents shall be unmodified and shall continue to be in full force and effect in accordance with their terms. The execution, delivery and effectiveness of the waiver and amendments in this Amending Agreement shall not be deemed to be a waiver of compliance in the future or a waiver of any preceding or succeeding breach of any covenant or provision of the Credit Agreement.

6.2

Time

Time is of the essence in the performance of the parties’ respective obligations in this Amending Agreement.

6.3

Governing Law

This Amending Agreement and the rights and obligations of the parties hereunder shall be governed by, and construed in accordance with, the law of the State of New York, without regard to principles of conflicts of laws that would result in the application of the laws of any other jurisdiction; provided that Section 5-1401 of the New York General Obligations Law shall apply.

6.4

Successors and Assigns

This Amending Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and any assigns, transferees and endorsees of the Administrative Agent or any Lender. Nothing in this Amending Agreement, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy or claim under this Amending Agreement.

6.5

Counterparts

This Amending Agreement may be executed by the parties hereto in counterparts and may be executed and delivered by facsimile or other electronic means and all such counterparts and facsimiles shall together constitute one and the same agreement.

[Remainder of page intentionally left blank – signature pages follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written.

BORROWER:

		CARDIOME PHARMA CORP.
		By:
			Name:
			Title:
		By:
			Name:
			Title:
			Address for Notices: Cardiome Pharma Corp. 1441 Creekside Drive 6^thFloor Vancouver, BC V6J 4S7 Canada Attn: Legal Affairs Tel.: (604) 677-6905 Fax: (604) 677-6915 Email: legalaffairs@cardiome.com