iRhythm Reports Material Agreement Entry & Termination

Ticker: IRTC · Form: 8-K · Filed: Jan 8, 2024 · CIK: 1388658

Complexity: simple

Sentiment: mixed

Topics: material-agreement, contract-change, regulation-fd

TL;DR

**iRhythm just changed a major contract, watch for details on how it impacts their business.**

AI Summary

iRhythm Technologies, Inc. filed an 8-K on January 8, 2024, reporting an event that occurred on January 3, 2024, concerning the entry into and termination of a material definitive agreement. This filing indicates significant changes to a core business contract, which could impact the company's operational strategy and financial outlook. Investors should pay close attention to the details of these agreements, as they could affect future revenue streams or operational costs, thereby influencing the stock's valuation.

Why It Matters

This filing signals a significant change in iRhythm's business operations, potentially impacting its revenue, expenses, or strategic partnerships. Investors need to understand the nature of these agreements to assess future financial performance.

Risk Assessment

Risk Level: medium — The entry into and termination of a material definitive agreement introduces uncertainty regarding the company's future operational and financial stability until more details are disclosed.

Analyst Insight

Investors should await further disclosures from iRhythm Technologies, Inc. regarding the specifics of the material agreements entered into and terminated, as these details will be crucial for evaluating the company's future financial trajectory and operational stability.

Key Numbers

Key Players & Entities

Forward-Looking Statements

FAQ

What specific items were reported in this 8-K filing by iRhythm Technologies, Inc.?

The 8-K filing by iRhythm Technologies, Inc. reported 'Entry into a Material Definitive Agreement' and 'Termination of a Material Definitive Agreement' under Item Information, along with 'Regulation FD Disclosure' and 'Financial Statements and Exhibits'.

When did the earliest event reported in this 8-K filing occur?

The earliest event reported in this 8-K filing occurred on January 3, 2024, as stated in the 'Date of report (Date of earliest event reported)' section.

What is the business address of iRhythm Technologies, Inc. as listed in the filing?

The business address of iRhythm Technologies, Inc. is listed as 699 8th Street, Suite 600, San Francisco, California 94103, with a business phone number of (415) 632-5700.

What is the trading symbol and on which exchange is iRhythm Technologies, Inc.'s Common Stock registered?

iRhythm Technologies, Inc.'s Common Stock, Par Value $0.001 Per Share, has the trading symbol IRTC and is registered on The NASDAQ Global Select Market.

What is the significance of 'Regulation FD Disclosure' being included in the Item Information?

The inclusion of 'Regulation FD Disclosure' indicates that iRhythm Technologies, Inc. may have disclosed material non-public information to certain individuals or entities, and is now making that information public to ensure fair disclosure to all investors, as required by Regulation FD.

Filing Stats: 1,672 words · 7 min read · ~6 pages · Grade level 13.4 · Accepted 2024-01-08 08:41:12

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement Entry into Braidwell Term Loan Facility On January 3, 2024 (the "Closing Date"), iRhythm Technologies, Inc. (the "Company") entered into a Credit, Security and Guaranty Agreement (the "Credit Agreement") with Braidwell Transaction Holdings LLC – Series 5 ("Braidwell"), as lender, and Wilmington Trust, National Association, as administrative and collateral agent, which provides for a senior secured delayed draw term loan facility in an aggregate principal amount of up to $150.0 million (the "Braidwell Term Loan Facility"). An initial tranche of $75.0 million (the "Initial Loan") was funded under the Braidwell Term Loan Facility on the Closing Date. In addition to the Initial Loan, the Braidwell Term Loan Facility includes an additional tranche of $75.0 million (the "Delayed Draw Loan," and together with the Initial Loan, the "Term Loans"), which will be accessible by the Company through the one year anniversary of the Closing Date, so long as it satisfies certain customary conditions precedent, including compliance with financial covenants and continued accuracy of the representations and warranties provided by the Company in the Credit Agreement (the funding date of the Delayed Draw Loan, the "Delayed Draw Closing Date"). The Braidwell Term Loan Facility has a maturity date of January 3, 2029 (the "Maturity Date") and provides, at the Company's election, for payment of a portion of interest in kind during the term of the loan with principal and accrued interest due at the Maturity Date. Upon repayment of the Term Loans (whether at the Maturity Date or upon earlier prepayment), the Company is required to pay an exit fee equal to 2.75% of the principal amount being repaid. The Company's net proceeds from the Initial Loan were approximately $35 million, after deducting estimated debt issuance costs, fees and expenses, and repayment of the Company's existing term loan from Silicon Valley Bank (upon which the Company

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement Termination of SVB Loan and Security Agreement In connection with the entry into the Credit Agreement, the Company's Third Amended and Restated Loan and Security Agreement, dated as of October 23, 2018 (as amended, the "SVB Loan and Security Agreement"), with Silicon Valley Bank, a Division of First-Citizens Bank & Trust Company ("SVB") was terminated, effective as of the Closing Date, and SVB's security interest in the Company's assets and property was released.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On January 8, 2024, in connection with remarks to be made at the J.P. Morgan 42nd Annual Healthcare Conference on Monday, January 8, 2024, beginning at 7:30 p.m. (Eastern Time), the Company issued a press release announcing preliminary fourth quarter 2023 highlights and business updates, including initial financial outlook for fiscal year 2024, the Credit Agreement and termination of the SVB Loan and Security Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01, including Exhibit 99.1 to this Current Report on Form 8-K, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The information contained in this Item 7.01 and in the accompanying Exhibit 99.1 shall not be incorporated by reference into any other filing under the Exchange Act or under the Securities Act, except as shall be expressly set forth by specific reference in such filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 10.1 Credit, Security and Guaranty Agreement, dated January 3, 2024, by and among the Company, Braidwell Transaction Holdings LLC – Series 5 and Wilmington Trust, National Association. 99.1 Press release dated January 8, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. IRHYTHM TECHNOLOGIES, INC. Date: January 8, 2024 By: /s/ Brice A. Bobzien Brice A. Bobzien Chief Financial Officer

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