Attached files

file filename
EX-23.1 - EX-23.1 - BIODESIX INCd937421dex231.htm
EX-10.33 - EX-10.33 - BIODESIX INCd937421dex1033.htm
EX-10.32 - EX-10.32 - BIODESIX INCd937421dex1032.htm
EX-10.31 - EX-10.31 - BIODESIX INCd937421dex1031.htm
EX-10.30 - EX-10.30 - BIODESIX INCd937421dex1030.htm
EX-10.29 - EX-10.29 - BIODESIX INCd937421dex1029.htm
EX-10.28 - EX-10.28 - BIODESIX INCd937421dex1028.htm
EX-10.27 - EX-10.27 - BIODESIX INCd937421dex1027.htm
EX-10.26 - EX-10.26 - BIODESIX INCd937421dex1026.htm
EX-10.25 - EX-10.25 - BIODESIX INCd937421dex1025.htm
EX-10.24 - EX-10.24 - BIODESIX INCd937421dex1024.htm
EX-10.23 - EX-10.23 - BIODESIX INCd937421dex1023.htm
EX-10.22 - EX-10.22 - BIODESIX INCd937421dex1022.htm
EX-10.15 - EX-10.15 - BIODESIX INCd937421dex1015.htm
EX-10.14.2 - EX-10.14.2 - BIODESIX INCd937421dex10142.htm
EX-10.13 - EX-10.13 - BIODESIX INCd937421dex1013.htm
EX-10.11 - EX-10.11 - BIODESIX INCd937421dex1011.htm
EX-10.10.2 - EX-10.10.2 - BIODESIX INCd937421dex10102.htm
EX-10.10.1 - EX-10.10.1 - BIODESIX INCd937421dex10101.htm
EX-10.9.2 - EX-10.9.2 - BIODESIX INCd937421dex1092.htm
EX-10.9.1 - EX-10.9.1 - BIODESIX INCd937421dex1091.htm
EX-10.5.3 - EX-10.5.3 - BIODESIX INCd937421dex1053.htm
EX-10.5.2 - EX-10.5.2 - BIODESIX INCd937421dex1052.htm
EX-10.5.1 - EX-10.5.1 - BIODESIX INCd937421dex1051.htm
EX-10.3 - EX-10.3 - BIODESIX INCd937421dex103.htm
EX-4.3 - EX-4.3 - BIODESIX INCd937421dex43.htm
EX-4.2 - EX-4.2 - BIODESIX INCd937421dex42.htm
EX-3.3 - EX-3.3 - BIODESIX INCd937421dex33.htm
EX-3.1 - EX-3.1 - BIODESIX INCd937421dex31.htm
S-1 - S-1 - BIODESIX INCd937421ds1.htm

Exhibit 4.4

SECURED PROMISSORY NOTE

(Term Loan)

 

$23,000,000.00    Dated: February 23, 2018

FOR VALUE RECEIVED, the undersigned, BIODESIX, INC., a Delaware corporation (“Borrower”) HEREBY PROMISES TO PAY to the order of INNOVATUS LIFE SCIENCES LENDING FUND I, LP (“Lender”) the principal amount of TWENTY-THREE MILLION DOLLARS ($23,000,000.00) or such lesser amount as shall equal the outstanding principal balance of the Term Loan made to Borrower by Lender, plus interest on the aggregate unpaid principal amount of such Term Loan, at the rates and in accordance with the terms of the Loan and Security Agreement dated February 23, 2018 by and among Borrower, Lender, INNOVATUS LIFE SCIENCES LENDING FUND I, LP, as Collateral Agent, and the other Lenders from time to time party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). If not sooner paid, the entire principal amount and all accrued and unpaid interest hereunder shall be due and payable on the Maturity Date as set forth in the Loan Agreement. Any capitalized term not otherwise defined herein shall have the meaning attributed to such term in the Loan Agreement.

Principal, interest and all other amounts due with respect to the Term Loan, are payable in lawful money of the United States of America to Lender as set forth in the Loan Agreement and this Secured Promissory Note (this “Note”). The principal amount of this Note and the interest rate applicable thereto, and all payments made with respect thereto, shall be recorded by Lender and, prior to any transfer hereof, endorsed on the grid attached hereto, which is part of this Note.

The Loan Agreement, among other things, (a) provides for the making of a secured Term Loan by Lender to Borrower, and (b) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events.

This Note may not be prepaid except as set forth in Section 2.2 (c) and Section 2.2(d) of the Loan Agreement.

This Note and the obligation of Borrower to repay the unpaid principal amount of the Term Loan, interest on the Term Loan and all other amounts due Lender under the Loan Agreement is secured under the Loan Agreement.

Presentment for payment, demand, notice of protest and all other demands and notices of any kind in connection with the execution, delivery, performance and enforcement of this Note are hereby waived.

Borrower shall pay all reasonable fees and expenses, including, without limitation, reasonable attorneys’ fees and costs, incurred by Lender in the enforcement or attempt to enforce any of Borrower’s obligations hereunder not performed when due.

 

[Innovatus – Biodesix – Secured Promissory Note (executed).[Page 1 of 4]


This Note shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of Delaware.

The ownership of an interest in this Note shall be registered on a record of ownership maintained by Lender or its agent. Notwithstanding anything else in this Note to the contrary, the right to the principal of, and stated interest on, this Note may be transferred only if the transfer is registered on such record of ownership and the transferee is identified as the owner of an interest in the obligation. Borrower shall be entitled to treat the registered holder of this Note (as recorded on such record of ownership) as the owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to or interest in this Note on the part of any other person or entity.

[Balance of Page Intentionally Left Blank]

 

 

 

 

 

 

 

 

 

 

 

 

 

[Innovatus – Biodesix – Secured Promissory Note (executed).[Page 2 of 4]


IN WITNESS WHEREOF, Borrower has caused this Note to be duly executed by one of its officers thereunto duly authorized on the date hereof.

 

BORROWER:

 

BIODESIX, INC.

By:   /s/ Robin Harper Cowie
Name:   Robin Harper Cowie
Title:   Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[Signature Page to Secured Promissory Note]

[Innovatus – Biodesix – Secured Promissory Note (executed).[Page 3 of 4]


LOAN INTEREST RATE AND PAYMENTS OF PRINCIPAL

 

Date

 

Principal Amount

 

Interest Rate

  

Scheduled
Payment Amount

  

Notation By

         

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[Innovatus – Biodesix – Secured Promissory Note (executed).[Page 4 of 4]