SURFACE ONCOLOGY, INC. : Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant (Form 8-K)

Section 1.01 Entering into a Material Definitive Agreement.

On September 21, 2022, Surface Oncology, Inc. (the “Company”) has entered into a second amendment to the loan and guarantee agreement (the “Amendment”) with K2 Health Ventures LLC (together with any other lender from time to time party thereto, the “Lenders”) and K2 Health Ventures LLCas administrative agent of the Lenders (the “Administrative Agent”), which amended the Company’s existing Loan and Guarantee Agreement, dated November 19, 2019by and between the Company, the Lenders, the Administrative Agent and Ankura Trust Company, LLCas collateral agent for the Lenders (the “Collateral Agent”), as amended by the First Amendment to the Loan and Security Agreement, dated October 1, 2021, by and between the Company, the Lenders and the Administrator and the Collateral Agent (together, the “Original Loan Agreement”). Under the amendment, the amortization date (as defined in the amendment) has been extended by April 1, 2023 at
February 1, 2024and the Conversion Price (as defined in the Amendment) has been reduced by $7.81 at $1.83.

The loan facility continues to have a term of 48 months with interest only payments extended by the amendment of April 1, 2023 at February 1, 2024for a total of 29 months.

In addition, lenders may elect, at any time prior to full payment of the loans under the amendment, to convert any portion of the then outstanding loan principal amount into common stock, par value $0.0001 per share, of the Company, within the limit of $4.5 millionat a conversion price of (i) relative to the first $500,000 converted, $1.56 per share and (ii) in respect of any additional amount converted beyond $500,000, $1.83 per share (such shares, the “Conversion Shares”), subject to specified limitations as necessary to comply with Nasdaq Global Market rules.

The Original Loan Agreement, as amended by the Amendment, will continue to provide the Lenders with certain registration rights with respect to the Conversion Shares.

The above description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference. .

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under

an off-balance sheet arrangement of a registrant.


The information contained in Item 1.01 is hereby incorporated by reference in
this Item 2.03.

Item 9.01 Exhibits



Exhibit
Number                                    Description

10.1           Second Amendment to Loan and Security Agreement, dated September 21,
             2022, by and between Surface Oncology, Inc. and K2 HealthVentures LLC


104          Cover Page Interactive Data (embedded within the Inline XBRL document)

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