Achieve Life Sciences, a late-stage pharmaceutical company committed to the global development and commercialization of cytisinicline for smoking cessation and nicotine dependence, has entered into a $20 million debt refinancing agreement with Silicon Valley Bank (SVB), a division of First-Citizens Bank. The new loan agreement refinances the existing debt facility with SVB and SVB Capital and extends the maturity date from Aug. 1, 2024 to Dec. 1, 2027.
“We are pleased to continue our partnership with SVB and believe this refinancing further solidifies the firm’s confidence in Achieve Life Sciences and the potential of cytisinicline to impact the nicotine addiction market,” John Bencich, CEO of Achieve Life Sciences, said. “This refinancing lowers our cost of capital, extends our cash runway and provides access to additional capital as we move cytisinicline through the regulatory approval process with FDA.”
Under the terms of the new agreement, the $20 million term loan facility is structured into three tranches, with the first tranche of $10 million received at loan closing. The second tranche of $5 million will be available upon the U.S. Food and Drug Administration’s acceptance of filing the New Drug Application (NDA) for cytisinicline. The final $5 million tranche will be available at SVB’s discretion and subject to SVB’s credit committee approval.
Under the terms of the agreement, the outstanding principal will accrue interest at a floating rate per annum equal to the greater of 7.0% and the prime rate minus 1.0%. The loan facility includes an interest-only period through Dec. 31, 2025, followed by 24 monthly payments of principal plus interest through the maturity date of Dec. 1, 2027. Additional provisions include the option for a six-month extension to the interest-only period and maturity date upon achieving certain regulatory and financial milestones.
Subject to certain terms and conditions, the initial outstanding debt (principal and accrued and unpaid interest) may be converted into shares of Achieve’s common stock at SVB’s election at any time prior to repayment of such debt, at a conversion price equal to $7.00 per share, subject to customary adjustment provisions. Subsequent tranches may be converted at a conversion price calculated based on a premium to the closing price of Achieve’s stock at the applicable time, with a minimum conversion price of $4.854 per share. While the loan remains outstanding, SVB is not permitted to short sell or engage in any other hedging transaction with respect to Achieve’s common stock.
Achieve has the right at any time to repay and retire all (but not less than all) of the outstanding convertible debt prior to its conversion by payment of a premium determined based on the date of such repayment.
