Item 1.01. Entry Into a Material Definitive Agreement.




The information related to the Forbearance Agreement (as defined below) set
forth in Item 2.04 of this Current Report on Form 8-K is incorporated herein by
reference.


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 in the Current Report on Form 8-K filed on April 6, 2023 by 9 Meters Biopharma, Inc. (the "Company"), on March 31, 2023, the Company's failure to maintain the minimum listing maintenance requirements of The Nasdaq Stock Market ("Nasdaq") constitutes a default (the "Existing Default") under the Company's amended and restated senior secured convertible note, originally issued on July 15, 2022 to an institutional investor (the "Holder"), which was subsequently amended and restated on November 7, 2022, and further amended on January 12, 2023 (the "Note").

On April 26, 2023, the Company entered into a forbearance agreement (the "Forbearance Agreement") with the Holder, pursuant to which the Holder agreed to forbear from enforcing its full remedies related to the Existing Default until the earliest of (i) May 16, 2023, (ii) the occurrence of a default (other than the Existing Default) under the Note or related Note transaction documents, (iii) the Company receives notice from Nasdaq that its compliance plan is not accepted, or the Company's common stock is delisted or halted from trading for more than one trading day, or (iv) the occurrence of a breach by the Company or its subsidiary of any of the representations, warranties, agreements or covenants. In exchange for the Holder agreeing to enter the Forbearance Agreement, the Company agreed to pay to the Holder a partial acceleration amount of approximately $3.1 million in cash, the restricted amount maintained in a reserve account under the terms of the Note was increased to $1.6 million, and the default interest rate of 18.0% will apply until further notice by the Holder.

Except as set forth above, all other terms, conditions and rights of the Note and the related Note transaction documents remain in full force and effect, which were described in the Current Report on Form 8-K filed by the Company on June 30, 2022, the Quarterly Report on Form 10-Q filed by the Company on November 8, 2022, and the Current Report on Form 8-K filed by the Company on January 13, 2023.

The foregoing description of the Forbearance Agreement does not purport to be complete and is subject to, and qualified by, the full text of such document, a copy of which is filed as Exhibit 10.1 and is incorporated by reference herein.




Item 9.01.     Financial Statements and Exhibits.



(d) Exhibits

Exhibit No.           Description
Exhibit 10.1            Forbearance Agreement, dated April 26, 2023.
Exhibit 104           Cover Page Interactive Data File (embedded within the Inline XBRL document).

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses