Item 1.01. Entry into a Material Definitive Agreement.
On
The Extension Agreement does not amend or apply to the SWK Credit Agreement
entered into between the Company and
The foregoing descriptions of the Extension Agreement and the Marathon Credit Agreement do not purport to be complete and are subject to and qualified in their entirety by reference to each of the Extension Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference, and the Marathon Credit Agreement which is Exhibit 10.2 hereto and is incorporated herein by reference.
Forward-Looking Statements
This Item 1.01 contains "forward-looking statements" that involve substantial risks and uncertainties for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this Item 1.01 are forward-looking statements. Such statements include statements that the extensions are intended to provide the Company and Marathon additional time to conclude discussions and make determinations regarding the terms and conditions of the Marathon Credit Agreement and/or related agreements. There can be no assurance that the Company and Marathon will reach a definitive written agreement on any terms, or at all, before or after the extended period described above; or that any such amended or revised terms, if agreed, prove to be more favorable to the Company, compared to the terms of the Marathon Credit Agreement as presently structured. In addition, there can be no assurance of the Company's ability to close upon and obtain the proceeds of the Term Loan Commitment set forth in the Marathon Credit Agreement or any other financing arrangements, or to satisfy the ongoing conditions and requirements for maintaining any current or future financing facilities.
Actual results and performance could differ materially from those projected in
the forward-looking statements as a result of many factors, including, without
limitation, the Company's actual operating and capital requirements. The Company
disclaims any intent or obligation to update these forward-looking statements to
reflect events or circumstances that exist after the date on which they were
made. Interested parties should review additional disclosures the Company makes
in its filings with the
Item 7.01.Regulation FD Disclosure.
The Company has updated its Corporate Presentation that will be available on the Investor Relations page of the Company's website at https://acertx.com/investor-relations and used at meetings held by the Company with investors and others. A copy of the updated Corporate Presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Company does not undertake to update this Corporate Presentation except as required by law.
The information in Item 7.01 of this Current Report on Form 8-K, including the Corporate Presentation furnished as Exhibit 99.1, shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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Item 9.01.Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.1 Extension Agreement, dated as ofDecember 30, 2022 , amongAcer Therapeutics Inc. ,MAM Aardvark, LLC as administrative and collateral agent for the lenders, and the lenders party thereto. 10.2 Credit Agreement datedMarch 4, 2022 , amongAcer Therapeutics Inc. , the lenders party thereto andMAM Aardvark, LLC , as the agent, sole lead arranger and sole bookrunner (incorporated by reference to Exhibit 10.6 to the Registrant's Current Report on Form 8-K filed onMarch 7, 2022 ). 99.1Acer Therapeutics Inc. Corporate Presentation,January 2023 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3
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