UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): March 26, 2020

ORGANOGENESIS HOLDINGS INC.

(Exact Name of Registrant as specified in its charter)

(781) 575-0775

(Registrant’s telephone number, including area code)

Not Applicable

(Registrant’s name or former address, if change since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended

transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act.  ☐

On March 26, 2020, Organogenesis Holdings Inc., Organogenesis Inc., and Prime Merger Sub LLC (collectively, the “Borrower”) entered into a Third Amendment to Credit Agreement (the “Third Amendment”) dated and effective as of March 26, 2020 with Silicon Valley Bank (“SVB”), as the Issuing Lender and Swingline Lender, the several other lenders from time to time party thereto (the “Lenders”), and SVB, as administrative agent and collateral agent for the Lenders (the “Administrative Agent”). The Third Amendment amends the Credit Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), dated as of March 14, 2019, by and among the Company, the Issuing Lender and Swingline Lender, the Lenders and the Administrative Agent, that provides for a term loan (the “Term Loan Facility”) and a revolving credit facility, by:

The foregoing description of the Third Amendment is only a summary and is qualified in its entirety by reference to the Third Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

(d) Exhibits

SIGNATURE

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.

Date: March 30, 2020

Exhibit 10.1

THIRD AMENDMENT

TO CREDIT AGREEMENT

This Third Amendment to Credit Agreement (this “Amendment”) dated and effective as of March 26, 2020 (the “Third Amendment Effective Date”) by and among ORGANOGENESIS HOLDINGS INC., a Delaware corporation (“Holdings”), ORGANOGENESIS INC., a Delaware corporation (“Organogenesis”) and PRIME MERGER SUB, LLC, a Delaware limited liability company (“Prime”, and together with Holdings and Organogenesis, individually and collectively, the “Borrower”), the several banks and other financial institutions from time to time party to this Agreement (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacity, the “Administrative Agent”).

W I T N E S S E T H:

WHEREAS, Borrower, the Administrative Agent, the Issuing Lender and the Swingline Lender are parties to that certain Credit Agreement dated as of March 14, 2019, as amended by that certain First Amendment to Credit Agreement dated as of November 12, 2019, and as further amended by that certain Second Amendment to Credit Agreement dated as of February 13, 2020 (as amended, modified, supplemented or restated and in effect from time to time, the “Credit Agreement”);

WHEREAS, the Borrower has requested that the Lenders and the Administrative Agent agree to modify and amend certain terms and conditions of the Credit Agreement to, modify a financial covenant, subject to the terms and conditions contained herein; and

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.         Capitalized Terms. All capitalized terms used herein and not otherwise defined shall have the same meaning herein as in the Credit Agreement or in the other Loan Documents referred to in the recitals hereto, as applicable.

2.         Amendments to the Credit Agreement.

““Non-PuraPly Revenue”: is, as of any date of measurement, all revenues received by Borrower for the applicable calculation period excluding revenues received by Borrower from the sale of Wound Care PuraPly AM and XT and Surgical PuraPly AM and MZ.”

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““Monthly Burn”: is, as of any date of measurement, (i) Borrower’s average monthly Consolidated Adjusted EBITDA for the three-month period ending as of the date of measurement, less (ii) the Borrower’s average monthly Consolidated Capital Expenditures for the three-month period ending as of the date of measurement, as adjusted for up to $8,000,000 in one-time expenses related to Borrower’s build out of its facility in Norwood, Massachusetts, as approved by the Required Lenders in their sole discretion; provided, that if the result of clause (i) less clause (ii) is greater than zero, such result shall be deemed to be zero.”

“(c) Prepayment Premium Regarding Term Loans. No amount of outstanding Term Loans shall be prepaid by the Borrower pursuant to Section 2.11(b) unless the Borrower pays to the Administrative Agent (for the ratable benefit of the Term Lenders), contemporaneously with the prepayment of such Term Loans, (i) the Term Loan Final Payment (if due pursuant to Section 2.9(b)); and (ii) a Term Loan prepayment premium equal to, (A) with respect to any such Term Loan prepayment made during the period commencing on the Closing Date and ending on the first anniversary of the Closing Date, 3.50% of the aggregate amount of the Term Loans so prepaid; (B) with respect to any such Term Loan prepayment made during the period commencing on the first anniversary of the Closing Date and ending prior to the second anniversary of the Closing Date, 2.50% of the aggregate amount of the Term Loans so prepaid; (C) with respect to any such Term Loan prepayment made during the period commencing on the second anniversary of the Closing Date and ending prior to the third anniversary of the Closing Date, 1.50% of the aggregate amount of the Term Loans so prepaid; and (D) with respect to any such Term Loan prepayment made during the period commencing on the third anniversary of the Closing Date and thereafter, 0.50% of the aggregate amount of the Term Loans so prepaid. Any such Term Loan prepayment fee shall be fully earned on the date paid and shall not be refundable for any reason; provided, however, that no prepayment premium shall be required if the existing Term Facility and Revolving Facility are refinanced with a new credit facility that includes both SVB and MidCap as lenders.”

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“7.1 Financial Condition Covenants.

(a) Minimum Consolidated Revenue. Permit Consolidated Revenue, measured on a trailing twelve month basis, as of the last day of each quarterly period set forth below to be less than the amount set forth below opposite such quarterly period:

The minimum Consolidated Revenue requirements for the quarterly periods ending March 31, 2021 and thereafter shall be determined no later than March 31 of each applicable fiscal year, by the Required Lenders, in their reasonable discretion following review of the board-approved Projection delivered pursuant to Section 6.2(c) hereof and consultation with Borrower; provided that such minimum Consolidated Revenue requirements shall in any event not be less than the greater of (i) the actual Consolidated Revenue reported by Borrower for the corresponding fiscal quarter from the prior fiscal year, and (ii) 105% of the Consolidated Revenue threshold for the corresponding fiscal quarter from the prior fiscal year.

(b) Minimum Liquidity. Permit Liquidity at any time, certified monthly by the Borrower as at the last day of any month, to be less than the greater of (i) six (6) months Monthly Burn; and (ii) $10,000,000.

(c) Non-PuraPly Revenue Covenant. Permit Non-PuraPly Revenue, measured on a trailing twelve month basis, as of the last day of each quarterly period set forth below to be less than the amount set forth below opposite such quarterly period:

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The minimum Non-PuraPly Revenue requirements for the quarterly periods ending March 31, 2021 and thereafter shall be determined no later than March 31 of each applicable fiscal year, by the Required Lenders, in their reasonable discretion following review of the board-approved Projection delivered pursuant to Section 6.2(c) hereof and consultation with Borrower; provided that such minimum Non-PuraPly Revenue requirements shall in any event not be less than the greater of (i) the Non-PuraPly Revenue threshold for the corresponding fiscal quarter from the prior fiscal year, and (ii) 7.5% year-over-year growth, when compared to each corresponding fiscal quarter from the prior fiscal year.”

3.         Conditions Precedent to Effectiveness. This Amendment shall not be effective until each of the following conditions precedent have been fulfilled to the satisfaction of the Administrative Agent:

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4.         Representations and Warranties. Each Loan Party hereby represents and warrants to the Administrative Agent and the Lenders as follows:

5.         Payment of Costs and Fees. The Borrowers shall pay to the Administrative Agent all reasonable costs, out-of-pocket expenses, and fees and charges of every kind in connection with the preparation, negotiation, execution and delivery of this Amendment and any documents and instruments relating hereto (which costs include, without limitation, the reasonable fees and expenses of any attorneys retained by the Administrative Agent or any Lender).

6.         Choice of Law. This Amendment and the rights of the parties hereunder, shall be determined under, governed by, and construed in accordance with the laws of the State of New York.

7.         Counterpart Execution. This Amendment may be executed in any number of counterparts, all of which when taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Amendment by signing any such counterpart. Delivery of an executed counterpart of this Amendment by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Amendment. Any party delivering an executed counterpart of this Amendment by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Amendment, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Amendment.

8.         Effect on Loan Documents.

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9.         Entire Agreement. This Amendment, and terms and provisions hereof, the Credit Agreement and the other Loan Documents constitute the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersedes any and all prior or contemporaneous amendments or understandings with respect to the subject matter hereof, whether express or implied, oral or written.

10.        No Defenses. Each Loan Party hereby absolutely and unconditionally releases and forever discharges the Administrative Agent, each Lender, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents, attorneys and employees of any of the foregoing (each, a “Releasee” and collectively, the “Releasees”), from any and all claims, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”), which such Loan Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Amendment which relates directly or indirectly, to the Credit Agreement or any other Loan Document, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Amendment and other than with respect to the acts or omissions of any Releasee that a court of competent jurisdiction determines to have resulted from the gross negligence, willful misconduct or bad faith of such Releasee.

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11.        Ratification. The Loan Parties hereby restate, ratify and reaffirm each and every term and condition set forth in the Credit Agreement and the Loan Documents effective as of the date hereof and as amended hereby.

12.        Severability. In case any provision in this Amendment shall be invalid, illegal or unenforceable, such provision shall be severable from the remainder of this Amendment and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

[Signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

SCHEDULE 1.1A¹

COMMITMENTS

AND AGGREGATE EXPOSURE PERCENTAGES

INITIAL TERM COMMITMENTS; DELAYED DRAW TERM LOAN