Originally Posted by BrophInvest
Watching this one closely. Have a position at .0089.
Coming strong off LOD. Could se .02 again IMO. Very thin
Form 8-K for BAXANO SURGICAL, INC.
Bankruptcy or Receivership, Creation of a Direct Financial Obligation or an
Item 1.03 Bankruptcy or Receivership.
On November 12, 2014, Baxano Surgical, Inc. (the "Company") filed a voluntary petition for relief (the "Bankruptcy Filing") under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") Case No. 14-12545 (the "Chapter 11 Case"). All documents filed with the Bankruptcy Court are available for inspection at the Office of the Clerk of the Bankruptcy Court or by visiting http://dm.epiq11.com. The Company will continue to operate its businesses as "debtors-in-possession" under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.
The Company currently intends to seek approval from the Bankruptcy Court for an auction and sale of its assets under Section 363 of the Bankruptcy Code.
A copy of the press release the Company issued to announce the Chapter 11 Case is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Triggering Events that Accelerate or Increase a Direct Financial
Item 2.04 Obligation or an Obligation Under an Off-Balance Sheet Arrangement.
On November 7, 2014, the Company received a notice from Hercules Technology Growth Capital, Inc. ("Hercules") that an event of default has occurred under the Loan and Security Agreement (the "Loan and Security Agreement"), dated December 3, 2013, between the Company and Hercules, due to the Company's insolvency and failure to make a principal payment thereunder. In addition, the Company's Bankruptcy Filing described in Item 1.03 above constitutes an event of default that accelerates the Company's obligations under the Loan and Security Agreement. As of November 13, 2014, an aggregate amount of approximately $7.6 million is immediately due and payable. As a result of the default, the loan accrues an additional three percent (3%) per annum default interest rate.
The Company believes that the ability of Hercules to seek remedies to enforce its rights against the Company under this and other agreements are stayed as a result of the Bankruptcy Filing and creditor rights of enforcement against the Company are subject to the applicable provisions of the Bankruptcy Code.
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Item 3.01 Standard; Transfer of Listing.
On November 13, 2014, the Company announced that its Board of Directors has approved a plan to (i) voluntarily delist its common stock from the NASDAQ Stock Market LLC (the "NASDAQ") and (ii) deregister the Company's common stock under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and therefore, terminate its obligations to file periodic and current reports with the Securities and Exchange Commission ("SEC"). The Company has submitted written notice to NASDAQ of its decision to voluntarily delist its common stock and to terminate the registration of its common stock under the Exchange Act.
The Company intends to file a Form 25 with the SEC to effect the voluntary withdrawal of the listing of its common stock from NASDAQ as soon as possible. Delisting from NASDAQ will become effective 10 days after the filing date of the Form 25. Provided that the Company continues to meet the applicable legal requirements, it intends to file a Form 15 with the SEC as soon as possible to deregister the Company's common stock under the Exchange Act and to suspend the Company's duty to file reports under Sections 13(a) and 15(d) of the Exchange Act. The Company expects the termination of registration will become effective 90 days after the date of the filing of the Form 15 with the SEC.
A copy of the Company's press release announcing this plan has been furnished as Exhibit 99.2 to this Current Report on Form 8-K.