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): April 1216, 2019

ACHAOGEN, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-36323

68-0533693

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

1 Tower Place, Suite 400

South San Francisco, CA 94080

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (650) 800-3636

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))

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 1.01. Entry into a Material Definitive Agreement.

OnAs previously disclosed, on April 1215, 2019, Achaogen, Inc. (the ‘Company’) ~~entered~~filed ~~into~~ a ~~Waiver~~voluntary ~~and~~petition ~~First~~for ~~Amendment~~bankruptcy ~~(the~~protection ~~‘Amendment’)~~under toChapter ~~the~~11 ~~Loan~~of ~~and~~Title ~~Security~~11 ~~Agreement~~of bythe ~~and~~United ~~between~~States ~~the~~Bankruptcy ~~Company~~Code. ~~and~~The ~~Silicon~~filing ~~Valley~~was ~~Bank~~made ~~(‘SVB’)~~in ~~dated~~the ~~February~~United ~~26,~~States ~~2018~~Bankruptcy ~~(the ‘Loan~~Court ~~Agreement’).~~for ~~Among~~the ~~other~~District ~~things,~~of Delaware (the ~~Amendment~~‘Court’) ~~provided~~(Case ~~for~~No. ~~the~~19-10844). ~~following:~~

•On ~~Repayment~~April by16, 2019, the Company ofentered into a Senior Secured Superpriority Debtor-in-Possession Loan and Security Agreement (the ~~outstanding~~‘DIP ~~balance~~Loan Agreement’) with Silicon Valley Bank (‘SVB’), with the interim approval of ~~its~~the ~~existing~~Court. ~~Term~~The ADIP ~~loan~~Loan ~~facility~~Agreement ~~and~~provides ~~Term~~for Ba debtor-in-possession loan facility in an original principal amount ~~sufficient~~not to ~~reduce~~exceed $4.3 million (the ~~aggregate~~‘Initial ~~outstanding~~Commitment’) ~~balance~~until entry of a final order of the Court approving the DIP Loan Agreement (the ‘Final DIP Order’) and an original principal amount not to exceed $25.0 million (inclusive of the Initial Commitment) following the Court’s entry of the Final DIP Order. Upon the Court’s entry of the Final DIP Order, the Company must use $15.0 million; of the funds available under the DIP Loan Agreement to repay in full its outstanding obligations and liabilities to SVB under the Loan and Security Agreement dated February 26, 2018, as amended by the Waiver and First Amendment dated April 12, 2019 (the ‘Prior Loan Agreement’). SVB is not required to advance any funds to the Company under the DIP Loan Agreement exceeding $10.0 million in the aggregate except in connection with its repayment of its outstanding obligations and liabilities under the Prior Loan Agreement. The $10.0 million of available funding under the DIP Loan Agreement may be used by the Company in accordance with a budget for working capital approved by SVB and to fund the costs and expenses of its Chapter 11 case.

•Obligations ~~Waiver~~under the DIP Loan Agreement, subject to a carveout, have priority over all other allowed Chapter 11 administrative expenses under the United States Bankruptcy Code, and are secured by ~~SVB~~various liens on and security interests in all assets and property of the ~~final~~Company, ~~payment~~including a security interest on ~~the~~its ~~Term~~intellectual Aproperty ~~loan~~including, ~~facility~~without ~~equal~~limitation, toits ~~6.0%~~copyrights, oftrade secrets, trademarks, patents and mask works, granted pursuant to the ~~original~~Intellectual ~~principal~~Property ~~amount~~Security ofAgreement between the ~~Term~~Company Aand ~~loan~~SVB ~~facility;~~dated April 16, 2019 (the ‘IP Security Agreement’).

•Borrowings ~~Waiver~~under bythe ~~SVB~~DIP Loan Agreement bear interest at a floating per annum rate equal to the prime rate plus 5.5%. The Company is permitted to make monthly interest-only payments on the outstanding principal amount until the maturity date, which is the earliest of ~~all~~(i) September 30, 2019, (ii) the date of an optional prepayment ~~premiums~~of all its obligations under the DIP Loan Agreement;, (iii) the date of acceleration of its obligations under the DIP Loan Agreement pursuant to an event of default or (iv) the date on which a sale of the Company or substantially all its assets is consummated.

• AThe ~~binding~~Company ~~commitment~~is byobligated ~~SVB~~ to ~~provide~~pay upa commitment fee to SVB of $253.0 million in(or ~~debtor~~$1.5 inmillion ~~possession~~if ~~financing~~the inFinal ~~connection~~DIP ~~with~~Order has not been entered by the Court) at the maturity date, and the final payment of $1.5 million owed to SVB by the Company relating to the Company’s ~~filing~~Term ofB aloan ~~voluntary~~facility ~~petition~~under ~~for~~the ~~bankruptcy~~Prior ~~protection~~Loan ~~under~~Agreement ~~Chapter~~will 11be ofwaived ~~Title~~upon 11entry of the ~~United~~Final ~~States~~DIP ~~Bankruptcy~~Order. The ~~Code~~Company (may voluntarily prepay all, but not less than all, of the ~~‘Petition’);~~outstanding borrowings under the DIP Loan Agreement. The DIP Loan Agreement contains customary representations, warranties and covenants.

•The ~~Consent~~foregoing description of the DIP Loan Agreement and the IP Security Agreement is qualified in its entirety by ~~SVB~~the toSenior Secured Superpriority Debtor-in-Possession Loan and Security Agreement between the Company’s ~~use~~and of SVB’s ~~cash~~filed ~~collateral~~as toExhibit ~~pay~~10.1 ~~certain~~hereto ~~expenses~~and inthe ~~preparation~~Intellectual ~~for~~Property Security Agreement between the ~~filing~~Company and SVB filed as Exhibit 10.2 hereto, both of ~~the~~which ~~Petition;~~are incorporated herein by reference.

•Item An2.03. ~~increase~~Creation inof ~~the~~a ~~floating~~Direct ~~per~~Financial ~~annum~~Obligation ~~interest~~or ~~rate~~an onObligation ~~the~~under ~~Term~~an AOff-Balance ~~loan~~Sheet ~~facility~~Arrangement ~~and~~of ~~Term~~a ~~B loan facility to 5~~Registrant.~~50% above the prime rate;~~

•To ~~Entry by~~ the ~~Company~~extent ~~and SVB into an Intellectual Property Security Agreement dated April 12~~required, ~~2019 granting SVB a security interest in all of~~ the ~~Company’s~~information ~~right,~~set ~~title~~forth ~~and interest~~ in, toItem ~~and~~1.01 ~~under~~of ~~its~~this ~~intellectual~~Current ~~property~~Report ~~including,~~on ~~without~~Form ~~limitation,~~8-K ~~the~~is ~~Company’s~~incorporated ~~copyrights,~~by ~~trade~~reference ~~secrets,~~into ~~trademarks,~~this ~~patents~~Item ~~and mask works; and~~2.03.

•Item ~~Customary~~8.01. ~~representations~~Other ~~and warranties~~Events.

Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

As previously disclosed, on April 15, 2019, the Company filed the Petition in the United States Bankruptcy Court for the District of Delaware. The filing of the Petition constitutes an event of default that accelerates the Company’s obligations under the Loan Agreement, as amended by the Amendment. Upon such an event of default, the Loan Agreement provides that the principal and interest due thereunder shall be immediately due and payable. Any efforts to enforce such payment obligations under the Loan Agreement are automatically stayed as a result of the Petition and SVB’s rights of enforcement are subject to the applicable provisions of the United States Bankruptcy Code.

Cautionary Statements Regarding Trading in the Company’s Securities

The Company’s securityholders are cautioned that trading in the Company’s securities is highly speculative and poses substantial risks during the pendency of the Chapter 11 case ~~will be highly speculative and will pose substantial risks~~. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by holders thereof in the Company’s Chapter 11 case. Accordingly, the Company urges extreme caution with respect to existing and future investments in its securities.

Additional Information Regarding the Chapter 11 Case

Additional information about the Chapter 11 case and structured sale process is available through the Company’s claims agent Kurtzman Carson Consultants LLC at www.kccllc.net/achaogen. Information contained on, or that can be accessed through, such web site or the Court’s web site is not part of this Current Report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		Senior Secured Superpriority Debtor-in-Possession Loan and Security Agreement, dated ~~February~~April 2616, ~~2018,~~2019 ~~by and~~ between the Company and Silicon Valley Bank ~~(incorporated by reference to Exhibit 10.28 of the Company’s Annual Report on Form 10-K filed with the SEC on February 27, 2018)~~
10.2		~~Waiver~~Intellectual ~~and~~Property ~~First Amendment to the Loan and~~ Security Agreement, dated April 1216, 2019, ~~by and~~ between the Company and Silicon Valley Bank
10.3		Intellectual Property Security Agreement, dated April 12, 2019, by and between the Company and Silicon Valley Bank

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.

	ACHAOGEN, INC.
Date: April 18, 2019	By:	/s/ Gary Loeb
Date: April 22, 2019	By:	/s/ Gary Loeb
		Gary Loeb
		General Counsel

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