UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, DCD.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

~~The~~of ~~Securities~~the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~March 233, ~~2024~~2025

Chimerix, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-35867		33-0903395
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2505 Meridian Parkway, Suite 100

Durham, NC 27713

(Address of principal executive offices, including zip code)

(919) 806-1074

(Registrant’s ~~telephone~~ ~~number~~Telephone Number, ~~including~~Including ~~area~~Area ~~code~~Code)

N/A

(Former name or former address, if changed 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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		CMRX		The Nasdaq Global Market

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 provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 18.01 ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

OnEnrollment ~~December~~update 23, 2024 (the “Effective Date”), Chimerix, Inc. (the “Company”) entered into an Amended and Restated Loan and Security Agreement (the “Loan Agreement”), by and between the Company, as borrower, and Silicon Valley Bank, a division of First-Citizens Bank & Trust Company, as the lender (the “Lender”). The Loan Agreement provides for ~~a term loan facility (the “Credit Facility”) in an aggregate principal amount of up to $30~~U.~~0 million available in two tranches (the “Term Loans”)~~S. ~~Tranche~~portion A of ~~$20.0~~Phase ~~million~~3 isACTION available at closing through February 28, 2026 in minimum increments of $10.0 million. Tranche B of $10.0 million is available upon Lender’s credit approval through February 28, 2027. Proceeds from the Credit Facility may be used for working capital and general corporate purposes.study

~~The~~As previously announced, the U.S. Food and Drug Administration (“FDA”) accepted Chimerix, Inc.’s (the “Company”) ~~has~~New noDrug ~~obligation~~Application (“NDA”) seeking accelerated approval for dordaviprone as a treatment for patients with recurrent H3 K27M-mutant diffuse glioma, and set a Prescription Drug User Fee Act (“PDUFA”) target action date of August 18, 2025. In order to ~~draw~~mitigate ~~down~~the ~~any~~potential for confounding in the ongoing Phase 3 ACTION study, the ~~amount~~Company ~~under~~will pause enrollment in the ~~Credit~~U.S. ~~Facility~~portion of the ACTION study during the NDA review period. Eligible U.S. patients who are currently pursuing enrollment in the ACTION trial, ~~and~~including ~~did~~patients who have consented or who are in screening but have not ~~draw~~yet ~~down~~been ~~any~~randomized, will ~~amount~~have onthe option to choose between ACTION trial enrollment (shortly following frontline radiotherapy treatment) or accessing dordaviprone upon disease progression via the ~~Effective~~U.S. ~~Date~~expanded access program during the NDA review period.

~~The Term Loans are interest~~Forward-~~only~~Looking through March 1, 2026, which may be extended to March 1, 2027 upon the Company’s receipt of $100.0 million in net cash proceeds through a combination of (i) the issuance and sale of the Company’s equity securities, (ii) the sale of the Company’s priority review voucher issued by the FDA and/or (iii) up to $50.0 million from upfront cash payments from licensing or collaboration agreements. Following the end of the interest-only period the Term Loans are repayable in equal monthly installments through August 1, 2028 (the “Maturity Date”), at which time the Credit Facility terminates, and all outstanding Term Loans under the Credit Facility, together with all accrued and unpaid interest, must be repaid.Statements

~~Borrowings~~The ~~under~~Company ~~the~~cautions ~~Credit~~you ~~Facility~~that ~~accrue~~statements ~~interest at~~included ain ~~floating~~this ~~per~~report ~~annum~~that are ~~rate~~not a description of ~~the~~historical ~~greater~~facts ofare ~~(i)~~forward-looking ~~the~~statements. ~~Prime~~Words ~~Rate~~such (as ~~defined~~“anticipate,” ~~below)~~“expect,” “intend,” “plan,” “believe,” “seek,” “estimate,” “will,” “should,” “would,” “could,” “may” and ~~(ii)~~similar 7expressions also identify forward-looking statements.~~0%.~~ These forward-looking ~~Prime~~statements ~~Rate~~include, iswithout ~~defined~~limitation, asstatements regarding the ~~rate of~~regulatory ~~interest~~path ~~per~~forward ~~annum~~for ~~published~~dordaviprone, inincluding ~~The~~the PDUFA ~~Wall~~target ~~Street~~action ~~Journal~~date orof ~~any~~August 18, ~~successor~~2025; ~~publication~~and ~~thereto~~the asimpact of the ~~“prime rate~~U.”S. Ifenrollment ~~such rate~~pause ofon ~~interest~~the ~~from~~ongoing Phase 3 ACTION study. The inclusion ~~Wall~~of ~~Street~~forward-looking ~~Journal~~statements ~~becomes~~should ~~unavailable,~~not ~~the~~be ~~“Prime~~regarded ~~Rate”~~as ~~shall~~a ~~mean~~representation by the ~~rate~~Company that any of ~~interest~~these ~~per~~results ~~annum~~will be achieved. ~~announced~~Actual byresults ~~the~~may ~~Lender~~differ asfrom ~~its~~those ~~prime~~set ~~rate~~forth in ~~effect.~~this Inreport ~~each~~due ~~case,~~to inrisks and uncertainties associated with market conditions and our cash runway; risks related to the ~~event~~ability ~~such~~to ~~prime~~obtain ~~rate~~and ismaintain ~~less~~accelerated ~~than~~approval, ~~zero~~priority review, ~~such~~rare ~~rate~~pediatric ~~shall~~disease bepriority ~~deemed~~review tovouchers, beand ~~zero~~approval for ~~purposes~~marketing ofauthorization; risks related to the ~~Loan~~timing, ~~Agreement.~~completion ~~Upon~~and ~~termination~~outcome of the ~~Credit~~Phase ~~Facility,~~3 ~~the~~ACTION ~~Company~~study of ~~will~~dordaviprone; ~~pay~~risks related to ~~the~~planned ~~lender~~pauses ain ~~final payment~~enrollment ofin ~~4.0%~~the ofACTION study during the ~~funded~~NDA ~~Term~~review ~~Loans~~period ~~under~~and the ~~Loan~~impact ~~Agreement.~~on Intiming and ~~addition,~~completion ifof the ~~Term~~Phase ~~Loans~~3 ~~are~~ACTION ~~prepaid~~study ~~and~~of ~~the~~dordaviprone; ~~Loan~~risks ~~Agreement~~associated iswith market acceptance; risks associated with repeating positive ~~terminated~~results obtained in prior preclinical or clinical studies in future studies; risks related to the ~~Maturity~~clinical ~~Date,~~development of our clinical candidates; and additional risks and uncertainties inherent in the Company’s ~~will~~business, ~~pay~~including tothose described in the ~~lender~~Company’s filings awith ~~prepayment~~the ~~fee~~Securities ~~equal~~Exchange Commission. You are cautioned not to ~~3.0%~~place ifundue ~~prepaid~~reliance inon ~~the~~these ~~first~~forward-looking ~~year~~statements, which ~~2.0%~~speak ifonly ~~prepaid~~as inof the ~~second~~date ~~year~~hereof, and ~~1.0%~~the ifCompany ~~prepaid~~undertakes ~~thereafter~~no ~~prior~~obligation to revise or update this report to reflect events or circumstances after the ~~Maturity~~date ~~Date~~hereof. ~~The~~All ~~prepayment~~forward-looking ~~fee~~statements ~~will~~are bequalified ~~waived~~in iftheir ~~the Credit~~entirety ~~Facility~~by this cautionary statement. This caution is ~~refinanced~~made under ~~with~~the ~~Lender~~safe harbor provisions of Section 21E of the Private Securities Litigation Reform Act of 1995.

The Company’s obligations under the Loan Agreement are secured by a first lien on substantially all assets of the Company other than the Company’s intellectual property, with a negative pledge on the Company’s intellectual property.SIGNATURES

~~The~~Pursuant ~~Loan~~to ~~Agreement~~the ~~contains~~requirements ~~customary~~of ~~affirmative and~~the ~~negative~~Securities ~~covenants~~Exchange ~~and~~Act ~~customary events~~ of ~~default that permit~~ 1934, the ~~Lender~~Registrant tohas ~~accelerate~~duly ~~the~~caused ~~Company’s~~this ~~outstanding~~report ~~obligations under~~to ~~the~~be ~~Loan~~signed ~~Agreement,~~on ~~all~~its asbehalf ~~set~~by ~~forth~~the inundersigned ~~the~~hereunto ~~Loan~~duly ~~Agreement~~authorized.

~~The~~Dated: ~~Loan Agreement amends and restates in its entirety that certain Loan and Security Agreement dated as of January 31~~March 3, ~~2022, as amended by that certain Amendment to Loan and Security Agreement dated as of November 21, 2023 by and between the Company and Lender.~~2025

~~Additionally,~~By: ~~on the Effective Date, in connection with the Loan Agreement, the Company issued a Warrant to Purchase Stock (the “Warrant”) to the Lender to purchase a maximum of 149,253 shares of the Company’~~/s/ ~~common~~Michelle ~~stock,~~LaSpaluto ~~par~~Michelle ~~value~~LaSpaluto ~~$0.001~~Chief ~~per~~Financial share, with an exercise price (the “Exercise Price”) equal to $2.68 per share. Of such maximum number of shares, the Warrant may be exercised for up to 37,313 shares beginning on the Effective Date and for up to an additional 111,940 shares at a future time depending on the amount drawn down under the Credit Facility.Officer

The foregoing description of the Loan Agreement and the Warrant does not purport to be complete and is qualified in its entirety by reference to the full text of the Loan Agreement and the Warrant, copies of which will be filed as exhibits to our Annual Report on Form 10-K for the year ended December 31, 2024.4

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 8.01 Other Events.

Nasdaq Listing

As previously reported, on June 27, 2024, the Company received a letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”), notifying the Company that it had failed to comply with the $1.00 per share minimum bid price requirement of Nasdaq Listing Rule 5450(a)(1). On December 24, 2024, the Company received a letter from the Staff notifying the Company that the Staff had determined that for 10 consecutive business days, from December 10, 2024 to December 23, 2024, the minimum closing bid price for the Company’s common stock was at least $1.00 per share. Accordingly, the Staff has determined that the Company has regained compliance with Listing Rule 5450(a)(1) and it has indicated that the matter is now closed. There can be no assurance, however, that the Company will be able to maintain compliance with Listing Rule 5450(a)(1) in the future.

NDA Submission

The Company confirms that it has submitted a complete new drug application (“NDA”) with the U.S. Food and Drug Administration (“FDA”) seeking accelerated approval for dordaviprone as a treatment for recurrent H3 K27M-mutant diffuse glioma in the United States. The Company has requested Priority Review for the NDA and applied for a Rare Pediatric Disease Priority Review Voucher (“PRV”) as part of this NDA submission. If Priority Review is granted, the resulting six-month FDA review period is expected to result in a potential Prescription Drug User Fee Act (“PDUFA”) action date in the third quarter of 2025.

Forward-Looking Statements

The Company cautions you that statements included in this report that are not a description of historical facts are forward-looking statements. These forward-looking statements include statements regarding the availability and use of any future borrowings under the Credit Facility, the Company’s compliance with Nasdaq listing standards, and matters related to the Company’s NDA submission, Priority Review request, PRV application and PDUFA action date. The inclusion of forward-looking statements should not be regarded as a representation by the Company that any of these results will be achieved. Actual results may differ from those set forth in this report due to the risks and uncertainties associated with market conditions, as well as risks and uncertainties inherent in the Company’s business, including those described in the Company’s other filings with the Securities Exchange Commission. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and the Company undertakes no obligation to revise or update this report to reflect events or circumstances after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement. This caution is made under the safe harbor provisions of Section 21E of the Private Securities Litigation Reform Act of 1995.

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.

Date: December 30, 2024	Chimerix, Inc.
	By:	/s/ Michelle LaSpaluto
	Name:	Michelle LaSpaluto
	Title:	Chief Financial Officer

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