UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 11, 2012
DIADEXUS, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 0-26483 | 94-3236309 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
349 Oyster Point Boulevard, South San Francisco, California 94080
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (650) 246-6400
N/A
(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 ( see General Instruction A.2. below):
| ¨ | 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)) |
| Item1.01. | Entry into a Material Definitive Agreement. |
On September 11, 2012, diaDexus, Inc. (the “Company”) and Comerica Bank (“Comerica”) entered into the Amended and Restated Loan and Security Agreement (the “Amendment”), which amends and restates that certain Loan and Security Agreement, by and between the Company and Comerica, dated September 23, 2011 (the “Agreement”).
The Company has an existing $5.0 million loan facility with Comerica pursuant to the Agreement, which amount has been fully advanced. The Amendment extends the interest-only payment period for an additional twelve months, through September 23, 2013, and extends the maturity date for an additional twelve months, to September 23, 2016. The Amendment also reduces the monthly principal payments by amortizing the loan over a 48 month basis, resulting in an increased balloon payment of principal on the maturity date. Pursuant to the Amendment, the Company issued a warrant to Comerica to purchase 168,919 shares of its common stock. The warrant has an exercise price of $0.37 per share and will expire on September 11, 2019.
The foregoing is only a summary of the material terms of the Amendment, does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the Amendment that will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2012.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press Release entitled “diaDexus, Inc. Extends Loan Facility with Comerica Bank” issued by diaDexus, Inc. on September 13, 2012. | |
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 hereunto duly authorized.
| diaDexus, Inc. (Registrant) | ||||||
| Date: September 14, 2012 |
By: | /s/ Jean-Frédéric Viret | ||||
| Jean-Frédéric Viret Chief Financial Officer | ||||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release entitled “diaDexus, Inc. Extends Loan Facility with Comerica Bank” issued by diaDexus, Inc. on September 13, 2012. | |
Exhibit 99.1
diaDexus, Inc. Extends Loan Facility with Comerica Bank
Extends Interest-Only Payment Period by 12 months and Lowers Future Principal Payments
SOUTH SAN FRANCISCO, Calif., September 13, 2012 — diaDexus, Inc. (OTCQB: DDXS), a company focused on the development and commercialization of proprietary cardiovascular diagnostic products, today announced that it has entered into an agreement to modify the terms of its existing $5 million loan facility with Comerica Bank. The modified terms of the agreement extend the interest-only payment period for an additional 12 months through September 23, 2013. The modification also reduces the monthly principal payments offset by an increase in the final payment on September 23, 2016.
Brian Ward, Ph.D., President and Chief Executive Officer of diaDexus, Inc., commented, “The successful restructuring of this loan underscores our long partnership with Comerica and the continued strength of our business. We achieved solid financial results in the second quarter of 2012, including record sales and modest cash use and we remain confident in our ability to drive growth through our leveraged sales model with our cardiovascular specialty laboratory partners.”
Jeff Chapman, SVP and Head of Life Sciences at Comerica, said, “diaDexus has made great strides with eight consecutive quarters of year-over-year revenue growth from expanding the adoption of the PLAC test, which has the potential to help physicians reduce the risk of cardiovascular disease for their patients.”
About diaDexus, Inc.
diaDexus, Inc., based in South San Francisco, California, is focused on the development and commercialization of proprietary cardiovascular diagnostic products addressing unmet needs in cardiovascular disease. The company’s PLAC® Test ELISA Kit is the only blood test cleared by the FDA to aid in predicting risk for both coronary heart disease and ischemic stroke associated with atherosclerosis, the #1 and #3 causes of death, respectively, in the United States. The company’s PLAC® Test for Lp-PLA2 Activity, a CE-marked test, is an indicator of atherosclerotic cardiovascular disease, the #1 cause of death in Europe. diaDexus is ISO 13485 certified and is manufacturing the PLAC Test for Lp-PLA2 Activity on-site. For more information, please visit the company’s website at www.diaDexus.com.
About Comerica Bank’s Technology and Life Sciences Division
Comerica Bank’s Technology and Life Sciences Division is one of the nation’s leading technology banking practices, offering a wide range of financial services tailored to corporate customers, entrepreneurs and professionals. Veteran bankers provide credit and financial services and products to young, growing, professionally backed technology and life sciences companies, as well as their more mature counterparts. The Technology and Life Sciences Division serves all major U.S. technology centers from offices coast-to-coast and its headquarters in Palo Alto, California. Comerica Bank is a subsidiary of Comerica Incorporated (NYSE: CMA), a financial services company that is among the 25 largest U.S. banking companies. For more information, visit www.comerica.com.