AXCELLA HEALTH INC. : Conclusion of a material definitive agreement, creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant, financial statements and supporting documents (Form 8-K)

Item 1.01 Conclusion of a Material Definitive Agreement.

At September 2, 2021, Axcella Health Inc. (the “Company”) has entered into a loan and guarantee agreement (the “New Loan Agreement”) with SLR Investment Corp., f / k / a Solar Capital Ltd. (“SLR”), in its capacity as guarantee agent (“Agent”), and the parties signing the New Loan Agreement from time to time as Lenders, including SLR in its capacity as Lender (each a ” Lender ”and collectively the“ Lenders ”). The new loan agreement replaced this certain loan and guarantee agreement by and between the company and SLR, dated Jan. 9, 2018, as modified by this first amendment to the loan and guarantee contract dated October 7, 2018, as further amended by this second amendment to the loan and guarantee contract dated November 30, 2018, as further amended by this third amendment to the loan and guarantee contract dated August 28, 2020 (as amended, the “Previous Loan Agreement”).

The new loan agreement provides for a term loan commitment of up to $ 26.0 million, which funds will be used to repay all outstanding term loan obligations under the previous loan agreement (the “Term Loan”). Borrowings under the new loan agreement bear interest at an annual rate equal to 8.60% plus the greater of the two (a) thirty (30) days we Dollar LIBOR rate and (b) 0.10%, payable monthly in arrears. From September 2, 2021, approximately
$ 26.0 million is overdue under the new loan agreement, which only reflects the amount required to repay the loan term. Term loans under the new loan agreement each have a maturity date of September 1, 2026.

The new loan agreement also contains certain financial covenants, including an unlimited minimum cash level until certain conditions relating to the study data are met. The new loan agreement contains the usual representations and warranties, as well as certain non-financial covenants, including the commitment in any change of control transaction or the commitment of additional debt or privileges. As security for its obligations under the new loan agreement, the Company has provided the lenders with perfect first-class security on all existing and acquired assets of the Company, including intellectual property.

The above description of the new loan agreement does not claim to be complete and is qualified in its entirety by reference to the full text of the new loan agreement, which is filed with this current report on Form 8-K as an exhibit 10.1 and is incorporated herein by reference.

Article 2.03. Creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant.

The information set out in section 1.01 above is incorporated herein by reference.

Item 9.01 Financial statements and supporting documents.

(d) Exhibits:



 Exhibit
   No.      Description
  10.1†       Loan and Security Agreement, dated September 2, 2021, by and between
            Axcella Health Inc. and SLR Investment Corp.
            The cover page from this Current Report on Form 8-K, formatted as
   104      Inline XBRL

† Portions of this exhibit (indicated by asterisks) will be omitted in accordance with

with the rules of SECOND.

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