Liquidia Files 8-K on Material Definitive Agreement

TL;DR

**Liquidia just signed a big deal, details pending, could move the stock.**

AI Summary

Liquidia Corp (LQDA) filed an 8-K on January 5, 2024, reporting an "Entry into a Material Definitive Agreement" and "Other Events" on January 3, 2024. While the specific details of the agreement are not disclosed in this summary filing, the company indicated it is a significant event. This matters to investors because material agreements can drastically impact a company's future revenue, expenses, or strategic direction, potentially leading to significant stock price movements depending on the nature of the agreement.

Why It Matters

This filing signals a potentially significant business development for Liquidia, which could influence its financial performance and stock valuation. Investors should monitor for further disclosures regarding the specifics of this agreement.

Risk Assessment

Risk Level: medium — The risk is medium because a 'material definitive agreement' could be highly beneficial or detrimental, but without details, the impact is unknown.

Analyst Insight

A smart investor would add Liquidia (LQDA) to their watchlist and await further disclosures regarding the specifics of the 'Material Definitive Agreement' before making any investment decisions, as the impact is currently unknown.

Key Players & Entities

• Liquidia Corp (company) — the registrant filing the 8-K
• January 3, 2024 (date) — date of the earliest event reported
• January 5, 2024 (date) — date the 8-K was filed
• 001-39724 (other) — Commission File Number for Liquidia Corp

FAQ

Key Financial Figures

• $25.0 million — ourth Amendment") to fund an additional $25.0 million thereunder. HCR has now invested $67.5
• $67.5 million — illion thereunder. HCR has now invested $67.5 million in non-dilutive capital from the $100 m
• $100 million — illion in non-dilutive capital from the $100 million originally contemplated from four tranc
• $35.0 million — ch that HCR will have funded a total of $35.0 million under the second tranche. The remaining
• $10.0 million — tranche. The remaining third tranche of $10.0 million and fourth tranche of $22.5 million can
• $22.5 million — of $10.0 million and fourth tranche of $22.5 million can be funded in the future upon the mu
• $0.001 — f the Company's common stock, par value $0.001 per share ("Common Stock"), at a purcha
• $10.442 — "Common Stock"), at a purchase price of $10.442 per Private Placement Share. The closin
• $75.0 m — ate Placement Shares were approximately $75.0 million, before deducting offering expens

Filing Documents

• tm242158d1_8k.htm (8-K) — 42KB
• tm242158d1_ex99-1.htm (EX-99.1) — 19KB
• 0001104659-24-001504.txt ( ) — 242KB
• lqda-20240103.xsd (EX-101.SCH) — 3KB
• lqda-20240103_lab.xml (EX-101.LAB) — 33KB
• lqda-20240103_pre.xml (EX-101.PRE) — 22KB
• tm242158d1_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement Fourth Amendment to Revenue Interest Financing Agreement As previously disclosed, on January 9, 2023, Liquidia Technologies, Inc., a Delaware corporation ("Liquidia Technologies") and a wholly owned subsidiary of Liquidia Corporation (the "Company") entered into a Revenue Interest Financing Agreement with HealthCare Royalty Partners IV, L.P. ("HCR") and HealthCare Royalty Management, LLC, as amended by that certain Amendment to Revenue Interest Financing Agreement, dated April 17, 2023, as amended by that certain Second Amendment to Revenue Interest Financing Agreement, dated June 28, 2023, and as further amended by that certain Third Amendment to Revenue Interest Financing Agreement, dated July 27, 2023, by and among Liquidia Technologies and HCR (as amended, the "Financing Agreement"). On January 3, 2024 , Liquidia Technologies and HCR entered into a Fourth Amendment to the Financing Agreement (the "Fourth Amendment") to fund an additional $25.0 million thereunder. HCR has now invested $67.5 million in non-dilutive capital from the $100 million originally contemplated from four tranches under the Financing Agreement. The Fourth Amendment moves $25.0 million from the third tranche to the second tranche, such that HCR will have funded a total of $35.0 million under the second tranche. The remaining third tranche of $10.0 million and fourth tranche of $22.5 million can be funded in the future upon the mutual agreement of both HCR and Liquidia Technologies. As consideration for the invested amount, Liquidia Technologies has agreed to increase fixed payments due to HCR on a pro rata basis in proportion to the additional capital advanced. If the third tranche is funded, the payment schedule would change to a tiered royalty on Liquidia Technologies' annual net revenue after the first commercial sale of YUTREPIA TM (treprostinil) inhalation powder ("YUTREPIA"). A copy of the Fourth Amendment will be filed as an a

01

Item 8.01 Other Events. On January 4, 2024, the Company issued a press release announcing the Private Placement. The full text of the press release issued in connection with this announcement is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference. Cautionary Statements Regarding Forward-Looking Statements This Current Report on Form 8-K may include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report on Form 8-K other than statements of historical facts, including statements regarding the use of proceeds from the Private Placement, our future results of operations and financial position, our strategic and financial initiatives, our business strategy and plans and our objectives for future operations, are forward-looking statements. Such forward-looking anticipated patient enrollment, safety data, study data, trial outcomes, timing or associated costs), regulatory applications and related submission contents and timelines, including the potential for final FDA approval of the NDA for YUTREPIA, the timeline or outcome related to patent litigation in the U.S. District Court for the District of Delaware or inter partes review proceedings conducted at the PTAB, including appeals of decisions in any such proceedings, the issuance of patents by the USPTO and our ability to execute on our strategic or financial initiatives, including the Private Placement, involve significant risks and uncertainties and actual results could differ materially from those expressed or implied herein. The favorable decisions of the lower tribunals is not determinative of the outcome of the appeals of the decisions. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "potential," "pred

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Exhibit 99.1 Press Release of Liquidia Corporation, dated January 4, 2024. 104 Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. January 4, 2024 Liquidia Corporation By: /s/ Michael Kaseta Name: Michael Kaseta Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR