UROV Urovant Sciences
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 5, 2021
Urovant Sciences Ltd.
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction
(Commission File Number)
Suite 1, 3rd Floor
11-12 St. James’s Square
London SW1Y 4LB
(Address of Principal Executive Offices)
+44 (0) 207 400 3347
(Registrant’s Telephone Number, Including Area Code)
(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 Instructions 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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
Common Shares, $0.000037453 par value
Nasdaq Global Select Market
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Item 1.01. Entry into a Material Definitive Agreement.
On February 5, 2021, in connection with Urovant Sciences Ltd.’s (“Company”) previously disclosed debt financing agreement with Sumitomo Dainippon Pharma Co., Ltd. (“Sumitomo”), as lender, dated December 27, 2019 (“Sumitomo Loan Agreement”), Sumitomo agreed to amend the Sumitomo Loan Agreement to increase the maximum principal amount of the unsecured revolving debt financing facility from $300 million to $425 million. The proceeds of the loan will be used solely for working capital or other general corporate purposes incurred during any calendar quarter in accordance with our annual budget.
As previously disclosed, the Sumitomo Loan Agreement originally provided for a $300 million unsecured revolving debt financing facility, approximately $268 million of which is currently outstanding. Additional funds may be drawn down by us no more than once any calendar quarter, subject to certain terms and conditions. Interest on the outstanding loans is payable quarterly, and the principal is due and payable in full on the five-year anniversary of the closing date of the Sumitomo Loan Agreement.
Form 8-K filed on December 30, 2019 is incorporated herein by reference. The description of the Sumitomo Loan Agreement contained herein does not purport to be complete, and is qualified in its entirety by reference to the complete text of the Sumitomo Loan Agreement filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 30, 2019.
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 under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
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.
Urovant Sciences Ltd.
Dated: February 9, 2021
/s/ Christine G. Ocampo
Christine G. Ocampo
Principal Accounting Officer