8-K

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): January 30, 2015

UNIVERSAL BIOSENSORS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

(State or Other Jurisdiction

of Incorporation)

000-52607	98-0424072
(Commission File Number)	(IRS Employer Identification No.)

1 Corporate Avenue, Rowville, 3178, Victoria Australia

(Address of Principal Executive Offices) (Zip Code)

Telephone: +61 3 9213 9000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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:

¨ 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))

Item 1.01. Entry into a Material Definitive Agreement.

On January 30, 2015, Universal Biosensors, Inc. (“UBI”) and its wholly owned subsidiary, Universal Biosensors Pty Ltd (“Borrower”) entered into an amendment to the credit agreement dated December 19, 2013 (the “Credit Agreement”) with Athyrium Opportunities Fund (A) LP (“Athyrium A”), as administrative agent (the “Administrative Agent”) and as a lender, and Athyrium Opportunities Fund (B) LP (“Athyrium B”) as a lender (Athyrium A and Athyrium B together with any other lenders party thereto from time to time, the “Lenders”) (the “Amendment”).

Pursuant to and subject to the terms of the Amendment and the Credit Agreement, the Lenders have agreed to extend the term during which the further two tranches each of US$5,000,000 (the “Delayed Draw Loans”) may be drawn by the Borrower. The expiry date for draw down of the Delayed Draw Loans has been extended by six months; the Borrower may draw the Delayed Draw Loans within 30 days of any fiscal quarter ending on or before July 31, 2015 in which the Borrower satisfies certain conditions set forth in the Credit Agreement, including achieving specified quarterly service fee revenues from the sale of the OneTouch Verio blood glucose strips and coagulation manufacturing revenues.

In consideration of granting an extension to the Delayed Draw Loans, the Borrower will pay a non-refundable fee of $200,000 to the Lenders. The commitment fee based on any available unused borrowing commitment under the Credit Agreement (being the Delayed Draw Loans) also remains payable until July 31, 2015. The Borrower has also agreed to pay certain reasonable out-of-pocket expenses incurred by Athyrium in connection with the Amendment.

As previously disclosed, the Borrower can make voluntary repayments, and must make mandatory prepayments, in certain prescribed circumstances and only at certain times, all as set forth in the Credit Agreement. Pursuant to the Amendment, in the event of any prepayment (1) on or prior to the second anniversary of the Closing Date with respect to any obligations under the Credit Agreement other than the Delayed Draw Loans, or (2) on or prior to June 19, 2016 with the respect to the Delayed Draw Loans, Borrower must also pay a prepayment premium of 20% of the principal of such prepayment due and payable on the applicable date. In addition, pursuant to the Amendment, in the event of any prepayment (1) after the second anniversary of the Closing Date with respect to any obligations under the Credit Agreement other than the Delayed Draw Loans, or (2) after June 19, 2016 with the respect to the Delayed Draw Loans, the Borrower must pay a prepayment premium commencing at 15% of the principal of such prepayment due and payable on the applicable date and reducing pro-rata on a monthly basis until the Maturity Date (as defined below).

Unless the facility is otherwise terminated earlier pursuant to the terms of the Credit Agreement, the Borrower is required to repay the outstanding principal amount of the loans drawn down, together with all accrued and unpaid interest thereon and all other obligations on December 19, 2018 (the “Maturity Date”).

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Other than the variations agreed under the Amendment, the parties agreed that the Credit Agreement and all other loan documents shall continue in full force and effect on all existing terms and conditions.

The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the Amendment itself, which is attached hereto as Exhibit 10.1 and is hereby incorporated herein by reference.

The foregoing description of the Credit Agreement is not complete and is qualified in its entirety by reference to the description of the Credit Agreement, Third Amendment to the Amended and Restated Master Services and Supply Agreement and Common Stock Purchase Warrants in the Current Report on Form 8-K filed with the SEC on December 20, 2013 and the copies thereof filed with that Current Report as Exhibits 10.1, 10.2, 10.3 and 10.4, which descriptions and exhibits are hereby incorporated by reference.

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

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 7.01 Regulation FD Disclosure.

UBI issued a press release on February 2, 2015 announcing the Amendment. A copy of the press release is furnished with this Current Report as Exhibit 99.1 and is incorporated by reference into this Item 7.01.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Amendment dated January 30, 2015 to Credit Agreement by and among Athyrium Opportunities Fund (A) LP as Administrative Agent and a Lender, Universal Biosensors Pty Ltd as borrower, Universal Biosensors, Inc. as a Guarantor, and the other Lenders and Guarantors as party thereto from time to time
99.1	Press Release of Universal Biosensors, Inc. dated February 2, 2015.

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SIGNATURE

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.

Dated: February 2, 2015

UNIVERSAL BIOSENSORS, INC.
By:	/s/ Paul Wright
	Name: Paul Wright Title: Principal Executive Officer

EX-10.1

Exhibit 10.1

AMENDMENT NO. 1 TO CREDIT AGREEMENT

This AMENDMENT AGREEMENT (this “Agreement”) is made and entered into as of January 30, 2015 by and among UNIVERSAL BIOSENSORS PTY LTD (ACN 098 234 309), a proprietary limited company incorporated in Australia (the “Borrower”), UNIVERSAL BIOSENSORS, INC., a Delaware corporation (the “Guarantor”), ATHYRIUM OPPORTUNITIES FUND (A) LP, as Administrative Agent (the “Administrative Agent”), and the lenders listed on the signature pages hereto (the “Lenders”).

WHEREAS, the Borrower, the Guarantor, the Administrative Agent and the Lenders are party to that certain Credit Agreement, dated as of December 19, 2013 (as amended from time to time, the “Credit Agreement”), pursuant to which the Lenders have extended credit to the Borrower on the terms set forth therein, and the Guarantor has guaranteed the obligations of the Borrower thereunder on the terms set forth therein;

WHEREAS, the Borrower, the Guarantor, the Lenders and the Administrative Agent desire to amend the Credit Agreement in accordance with the terms and conditions of this Agreement; and

NOW, THEREFORE, in consideration of the mutual agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Definitions; Loan Document. Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Credit Agreement. This Agreement shall constitute a Loan Document for all purposes of the Credit Agreement and the other Loan Documents.

2. Amendments.

(a) Section 2.03(d)(i) is hereby amended by inserting “, with respect to all Obligations other than the Delayed Draw Loans, and June 19, 2016 with respect to the Delayed Draw Loans” immediately after the words “Closing Date” therein.

(b) Section 2.03(d)(ii) is hereby amended by (i) inserting “(exclusive of the Delayed Draw Loans”) immediately after the word “Obligations” each time such word is used therein, and (ii) inserting the following sentence at the end thereof: “Notwithstanding the foregoing, in no event shall “pp” be less than zero.”.

(c) The following is hereby added immediately after the end of Section 2.03(d)(ii):

(iii) Prepayments After June 19, 2016. If all or any portion of the Delayed Draw Loans becomes due and payable pursuant to Section 2.03(a) upon delivery of a notice of prepayment, Section 2.03(b), Section 2.03(c) or Section 9.02 after June 19, 2016, then the Borrower shall pay to the Lenders for their respective ratable accounts, on the date on which such prepayment is due and payable, in addition to accrued and unpaid interest on the principal amount so repaid and other Obligations repaid pursuant to such Sections, a prepayment premium determined in accordance with the following:

pp=pmt times (0.15 – (months times (0.15 divided by 30)))

Where,

“pp” = prepayment premium payable

“pmt” = the amount of principal of the prepayment

“months” = the number of months (rounded down to the nearest whole number) elapsed from June 19, 2016 to the date upon which the prepayment is made

Notwithstanding the foregoing, in no event shall “pp” be less than zero.

(d) Section 2.06(b) is hereby amended by replacing the date “January 30, 2015” therein with the date “July 31, 2015”.

(e) Section 5.03(c) of the Credit Agreement is hereby amended by replacing the date “January 31, 2015” therein with the date “July 31, 2015”.

(f) Section 5.04(c) of the Credit Agreement is hereby amended by replacing the date “January 31, 2015” therein with the date “July 31, 2015”.

3. Amendment Fee; Expenses. In consideration of the execution and delivery of this Agreement by the Lenders, within 10 days after the date hereof, the Borrower shall (a) pay to the Lenders an amendment fee equal to $200,000, allocated $128,786 to Athyrium Opportunities Fund (A) LP and $71,214 to Athyrium Opportunities Fund (B) LP, and (b) pay all reasonable expenses of the Administrative Agent and the Lenders (including, without limitation, the reasonable fees and out-of-pocket expenses of Covington & Burling LLP and Minter Ellison, counsel to the Administrative Agent and the Lenders) incurred in connection with the negotiation, preparation, execution and delivery of this Agreement. Any failure by the Borrower to make such payments on or prior to 10 days after the date hereof shall result in an Event of Default under the Credit Agreement

4. Effective Date. This Agreement shall become effective on the date on which (a) the Administrative Agent, the Lenders, and the Borrower each duly executes a counterpart of this Agreement, and (b) Administrative Agent receives the following, which shall be originals or facsimiles (followed promptly by originals), in form and substance satisfactory to the Administrative Agent and its legal counsel:

(i) in relation to the Borrower, a certificate of director of the Borrower, properly completed and with all required attachments, duly signed by a director of the Borrower;

(ii) copies of the Organization Documents of each Transaction Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Transaction Party to be true and correct as of the date of this Agreement or, in

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relation to the Borrower, confirmation in the certificate referred to above, that the copy of the constitution attached to the verification certificate dated 19 December 2013 is true, complete and up to date and has not been amended;

(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Transaction Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Investment Documents to which such Transaction Party is a party; and

(iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Transaction Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation (to the extent that the concept of good standing is applicable in such state).

5. Representations and Warranties. The Borrower and the Guarantor represents and warrants to the Administrative Agent and the Lenders as follows:

(a) [Reserved].

(b) No Default or Event of Default under the Credit Agreement has occurred or is continuing.

6. Acknowledgement. Each Collateral Document provided by the Borrower continues to secure all of its liabilities and obligations under the Loan Documents (including liabilities and obligations as varied by this Agreement), and any reference in any such Collateral Document to the original Credit Agreement is amended to refer to the Credit Agreement as amended by this Agreement.

7. No Implied Amendment or Waiver. Except as expressly set forth in this Agreement, this Agreement shall not, by implication or otherwise, limit, impair, constitute a waiver of or otherwise affect any rights or remedies of the Lender under the Credit Agreement or the other Loan Documents, or alter, modify, amend or in any way affect any of the terms, obligations or covenants contained in the Credit Agreement or the other Loan Documents, all of which shall continue in full force and effect. Nothing in this Agreement shall be construed to imply any willingness on the part of the Administrative Agent or any Lender to agree to or grant any similar or future amendment, consent or waiver of any of the terms and conditions of the Credit Agreement or the other Loan Documents.

8. Waiver and Release. TO INDUCE THE ADMINISTRATIVE AGENT AND THE LENDERS TO AGREE TO THE TERMS OF THIS AGREEMENT, THE BORROWER AND THE GUARANTOR REPRESENT AND WARRANT THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH EACH OF THEM:

(a) WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND

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(b) RELEASES AND DISCHARGES THE ADMINISTRATIVE AGENT, THE LENDERS, THEIR AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS, PARTNERS, MEMBERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER OR THE GUARANTOR EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY.

9. Counterparts; Governing Law. This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of such when so executed and delivered shall be an original, but all of such counterparts shall together constitute but one and the same agreement. Delivery of an executed counterpart of a signature page of this Agreement by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the day and year first above written.

BORROWER:	UNIVERSAL BIOSENSORS PTY LTD,
	a proprietary limited company incorporated in Australia,
	executed in accordance with Section 127 of the Corporations Act
	By:	/s/ Paul Wright
	Name: Paul Wright
	Title: Director
	By:	/s/ Salesh Balak
	Name: Salesh Balak
	Title: Director
GUARANTORS:	UNIVERSAL BIOSENSORS, INC.,
	a Delaware corporation
	By:	/s/ Paul Wright
	Name: Paul Wright
	Title: Director

Signature Page to Amendment No. 1to Credit Agreement

ADMINISTRATIVE
AGENT:	ATHYRIUM OPPORTUNITIES FUND (A) LP,
	a Delaware limited partnership
		By: ATHYRIUM OPPORTUNITIES
		ASSOCIATES LP, its General Partner
		By: ATHYRIUM OPPORTUNITIES ASSOCIATES GP
		LLC, the General Partner of Athyrium Opportunities
		Associates LP
		By:	/s/ Andrew C. Hyman
		Name: Andrew C. Hyman
		Title: Senior Vice President
LENDERS:	ATHYRIUM OPPORTUNITIES FUND (A) LP,
	a Delaware limited partnership
		By: ATHYRIUM OPPORTUNITIES
		ASSOCIATES LP, its General Partner
		By: ATHYRIUM OPPORTUNITIES ASSOCIATES GP
		LLC, the General Partner of Athyrium Opportunities
		Associates LP
		By:	/s/ Andrew C. Hyman
		Name: Andrew C. Hyman
		Title: Senior Vice President
	ATHYRIUM OPPORTUNITIES FUND (B) LP,
	a Delaware limited partnership
		By: ATHYRIUM OPPORTUNITIES
		ASSOCIATES LP, its General Partner
		By: ATHYRIUM OPPORTUNITIES ASSOCIATES GP
		LLC, the General Partner of Athyrium Opportunities
		Associates LP
		By:	/s/ Andrew C. Hyman
		Name: Andrew C. Hyman
		Title: Senior Vice President

Signature Page to Amendment No. 1 to Credit Agreement

EX-99.1

Exhibit 99.1

Universal Biosensors Inc ARBN 121 559 993
1 Corporate Avenue Rowville VIC 3178 Australia
Telephone +61 3 9213 9000 Facsimile +61 3 9213 9099 Email info@universalbiosensors.com www.universalbiosensors.com

2 February 2015

Extension of option to draw additional funds from the Athyrium term loan facility

Universal Biosensors, Inc. (ASX: UBI) announced today that it has chosen not to draw down additional funds at this time under the term loan facility provided by funds managed by Athyrium Capital Management, LP (“Athyrium”), a US-based investment adviser. Athyrium has agreed to extend UBI’s option to draw down a further US$10 million until 31 July 2015.

In December 2013, Universal Biosensors entered into a five year term loan with funds managed by Athyrium of up to US$25 million. Under the arrangement, Universal Biosensors drew down US$15 million upfront and had the option to draw down two further tranches each of US$5 million if certain commercial conditions were achieved prior to 30 January 2015.

Universal Biosensors met the commercial conditions required to draw down an additional US$5 million before 30 January 2015, being the achievement of certain revenue thresholds in respect of OneTouch Verio blood glucose strips sold by LifeScan and coagulation test strips supplied to Siemens. However, with cash reserves of $16.3 million at 31 December 2014 and expectations of increasing revenues from Quarterly Service Fees and coagulation test strip production on behalf of Siemens, the Company did not feel that the additional loan capital was required at this time.

The Company believes that the additional US$10 million available to UBI under the Athyrium loan facility provides flexibility to respond to risks and opportunities with cost effective and non-dilutive capital. Under the agreed extension, the Company will have the option to draw down the additional funds within 30 days of any fiscal quarter ending on or before July 31, 2015 in which the existing revenue thresholds are met, subject to customary closing conditions. In consideration of granting an extension to the delayed draw tranches, Athyrium will be paid a fee of US$200,000. The commitment fee on undrawn capital will remain in place in respect of the delayed draw tranches until UBI either decides to draw the funds or decides that the option is no longer required.

Paul Wright, CEO of Universal Biosensors said, “This is an excellent outcome for the Company and its shareholders. While we feel the Company is in a solid cash position with cash breakeven in sight, we have retained the flexibility that the extended option under the facility provides. As expected, Athyrium have been a very supportive and constructive partner through this process.”

Richard Pines, a Partner at Athyrium, said, “Our ability to provide flexibility is driven by the confidence we have in the Company to create value through its existing strategic partnerships and exciting proprietary pipeline of opportunities.”

Other than the variations agreed, the parties agreed that the Credit Agreement and all other loan documents shall continue in full force and effect on all existing terms and conditions. The key commercial terms of the loan facility are described in the ASX announcement dated 20 December 2013 (http://www.asx.com.au/asxpdf/20131220/pdf/42lrjyshgfjzvl.pdf).

Universal Biosensors Inc ARBN 121 559 993
1 Corporate Avenue Rowville VIC 3178 Australia
Telephone +61 3 9213 9000 Facsimile +61 3 9213 9099 Email info@universalbiosensors.com www.universalbiosensors.com

A copy of the Form 8-K to be filed with the US Securities and Exchange Commission describing the amendment to the Credit Agreement, is attached.

Ends

Enquiries:

Mr Paul Wright: 03 9213 9000

About Universal Biosensors

For additional information in relation to Universal Biosensors, refer to http://www.universalbiosensors.com.

Universal Biosensors is a specialist medical diagnostics company, founded in 2001, that is focused on the development, manufacture and commercialisation of a range of in vitro diagnostic tests for point-of-care use. These tests capitalise on a technology platform which uses a novel electrochemical cell that can be adapted for multiple analytes and provide for enhanced measurements in whole blood.

About Athyrium Capital Management, LP

Athyrium Capital Management, LP is a specialized asset management company formed in 2008 to focus on investment opportunities in the global healthcare sector. As of December 31, 2014, Athyrium had over $1 billion of assets under management. The Athyrium team has substantial investment experience in the healthcare sector across a wide range of asset classes including public equity, private equity, fixed income, royalties, and other structured securities. Athyrium invests across all healthcare verticals including biopharma, medical devices and products, and healthcare focused services. The team partners with management teams to implement creative financing solutions to companies’ capital needs. For more information, please visit www.athyrium.com.

Forward-Looking Statements

The statements contained in this release that are not purely historical are forward-looking statements within the meaning of the Exchange Act. Forward-looking statements in this release include statements regarding our expectations, beliefs, hopes, intentions or strategies regarding the proposed offering. All forward-looking statements included in this release are based upon information available to us as of the date hereof, and we assume no obligation to update any such forward-looking statement as a result of new information, future events or otherwise. Our actual results could differ materially from our current expectations. We cannot assure you when, if at all, the proposed offering will occur, and the terms of any such offering are subject to change. Factors that could cause or contribute to such differences include, but are not limited to, factors and risks disclosed from time to time in reports filed with the SEC.