Item 1.01 Entry into a Material Definitive Agreement.
On June 9,
2023, Accelerate Diagnostics, Inc. (the “Company”) entered into the transactions described below pursuant to the
previously disclosed Restructuring Support Agreement, dated April 21, 2023 (the “Restructuring Support Agreement”).
Note Exchange Agreement and Note Purchase Agreement
The Company entered into a
Note Exchange Agreement (the “Note Exchange Agreement”) with certain holders of the Company’s outstanding 2.50% convertible
senior notes due 2023 (the “Old Notes”). Pursuant to the Note Exchange Agreement, such holders of the Old Notes agreed to
exchange $55,869,000 aggregate principal amount of the Old Notes for $56,893,266 in aggregate principal amount of 5.00% senior secured
convertible notes due 2026 (the “Notes”) (inclusive of additional Notes in respect of interest accrued on the Old Notes from
September 15, 2022).
The Company also entered into
a Note Purchase Agreement (the “Note Purchase Agreement”), dated June 9, 2023, with certain investors named therein. Pursuant
to the Note Purchase Agreement, the certain investors agreed to purchase $10,000,000 in aggregate principal amount of additional Notes
from the Company.
Copies of the Note Exchange
Agreement and Note Purchase Agreement are filed with this Current Report on Form 8-K as Exhibit 10.1 and 10.2, respectively, and are incorporated
herein by reference, and the foregoing descriptions of the Note Exchange Agreement and Note Purchase Agreement are qualified in its entirety
by reference thereto.
Indenture
The Company and U.S. Bank
Trust Company National Association, as trustee and collateral agent (the “Collateral Agent”), entered into an indenture to
provide for the issuance of the Notes in an aggregate principal amount of $66,893,266 million (the “Indenture”).
The Notes will mature on December
15, 2026 and will bear interest at a rate of 5% per annum, payable in kind. The Notes, including any Notes issued as a result of the payment
of interest in kind, will be convertible into shares of the Company’s common stock (“Common
Stock”) at an initial conversion price of approximately $0.72 per share, which reflects the initial conversion rate of 1,388.8889
shares of Common Stock per $1,000 principal amount of Notes. The initial conversion price is subject to adjustment based on the positive
difference between the 31 to 90 day volume-weighted average price, subject to a cap of $0.83 per share.
The Indenture contains customary
events of default, including, but not limited to, non-payment of principal or interest, breach of certain covenants in the Indenture,
defaults under or failure to pay certain other indebtedness and certain events of bankruptcy, insolvency, and reorganization. If an event
of default (other than certain events of bankruptcy, insolvency or reorganization involving the Company) occurs and is continuing, the
Collateral Agent, by notice to the Company, or the holders of the Notes representing at least 25% in aggregate principal amount of the
outstanding Notes, by notice to the Company and the Collateral Agent, may declare 100% of the principal of, and all accrued and unpaid
interest on, all of the then outstanding Notes to be due and payable immediately. Upon the occurrence of certain events of bankruptcy,
insolvency or reorganization involving the Company, 100% of the principal of, and all accrued and unpaid interest on, all of the then
outstanding Notes will automatically become immediately due and payable.
Copies of the Indenture and
Form of Note are filed with this Current Report on Form 8-K as Exhibits 4.1 and 4.2, respectively, and are incorporated herein by reference,
and the foregoing descriptions of the Indenture and Form of Note are qualified in its entirety by reference thereto.
Security Agreement and IP Security Agreements
The Company and certain of
its subsidiaries from time to time party thereto (the “Guarantors”), entered into a Security Agreement (the “Security
Agreement”) with U.S. Bank Trust Company, National Association, a national banking association, as collateral agent. Pursuant to
the Security Agreement, the Company and Guarantors granted the Collateral Agent a security interest in certain of their assets, including
but not limited to certain accounts, equipment, fixtures and intellectual property, in order to secure the payment and performance of
all of the Obligations, as defined in the Indenture.
In connection with the Security
Agreement, the Company and Collateral Agent also entered into a Patent Security Agreement (the “Patent Security Agreement”)
and a Trademark Security Agreement (the “Trademark Security Agreement and, collectively, the “IP Security Agreements”).
Pursuant to the IP Security Agreements, the Company granted the Collateral Agent a security interest in the Patent Collateral and Trademark
Collateral, as defined therein.
Copies of the form of Security
Agreement, form of Patent Security Agreement and form of Trademark Security Agreement are filed with this Current Report on Form 8-K as
Exhibit 10.3, 10.4 and 10.5, respectively, and are incorporated herein by reference, and the foregoing descriptions of the Security Agreement,
Patent Security Agreement and Trademark Security Agreement are qualified in their entirety by reference thereto.
Consent and Amendment to Secured Promissory Note
The Company entered into
a Consent and Amendment No. 1 (the “Consent and Amendment to Secured Promissory Note”) to the Secured Promissory Note, dated
August 15, 2022 (the “Secured Note”), with the Jack W. Schuler Living Trust
(the largest shareholder of the Company and an entity affiliated with Jack W. Schuler, a director of the Company, the “Trust”).
In accordance with the Consent and Amendment to Secured Promissory Note, the Company repurchased the Secured Note from the Trust in an
aggregate principal amount of $34,933,500, plus accrued interest, by issuing approximately 34.32 million shares of Common Stock to the
Trust which were valued for such purpose at $1.06 per share in exchange for the Secured Note.
A copy of the Consent and
Amendment to Secured Promissory Note is filed with this Current Report on Form 8-K as Exhibit 10.6 and is incorporated herein by reference,
and the foregoing description of the Consent and Amendment to Secured Promissory Note is qualified in its entirety by reference thereto.
Securities Purchase Agreement Amendment
The Company entered into
Amendment No. 1 to the Securities Purchase Agreement (the “SPA Amendment”) with the Trust amending the Securities Purchase
Agreement that the Company entered into with the Trust on March 24, 2022 (the “Securities Purchase Agreement”). Pursuant to
the Securities Purchase Agreement, as amended by the SPA Amendment, the Company issued approximately 4.9 million shares of Common
Stock, valued at an amended purchase price of $0.82 per share, to the Trust for proceeds of $4 million.
A copy of the SPA Amendment
is filed with this Current Report on Form 8-K as Exhibit 10.7 and is incorporated herein by reference, and the foregoing description
of the SPA Amendment is qualified in its entirety by reference thereto.
New
Securities Purchase Agreement
The Company entered into an
additional Securities Purchase Agreement (the “New Securities Purchase Agreement”) with the Trust. Pursuant to the New Securities
Purchase Agreement, the Trust is required, at the Company’s option, to either purchase approximately 13.9 million shares of Common
Stock from the Company valued at $0.72 per share for an aggregate purchase price of $10 million or to backstop a public offering by the
Company of Common Stock for aggregate proceeds of $10 million. If the Company elects to conduct a public offering of Common Stock and
other investors purchase less than $10 million of Common Stock by December 15, 2023, the Trust will have the obligation to purchase $10
million of shares of Common Stock, less the amount of Common Stock purchased by other investors, and will have the right to purchase additional
shares of Common Stock such that the total amount of Common Stock purchased by the Trust equals $10 million of shares of Common Stock.
If the Company elects to conduct a public offering of Common Stock and other investors purchase $10 million of shares of Common Stock
by December 15, 2023, the Trust shall have the right, but not the obligation, to purchase up to $10 million of shares of Common Stock
at the public offering price for the backstopped offering up to a maximum aggregate purchase by the Trust of $10 million of Common Stock.
A copy of the New Securities
Purchase Agreement is filed with this Current Report on Form 8-K as Exhibit 10.8 and is incorporated herein by reference, and the foregoing
description of the New Securities Purchase Agreement is qualified in its entirety by reference thereto.