CA HEAL25: Modification of Loan Agreement – Form 6-K

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Amendment to the loan agreement

On July 18, 2022, LumiraDx Investment Limited, one of the subsidiaries of LumiraDx Limited (the “Company”), entered into a third amendment (the “Amendment”) to this loan agreement, dated March 23, 2021 (as amended from time to time, the “Loan Agreement”), with BioPharma Credit Investments V (Master) LP and BPCR Limited Partnership, as lenders, and BioPharma Credit PLC, as collateral agent, in order to amend the definition of “Eligible Financing”, as used in the Loan Agreement, to mean the Company, after July 18, 2022, raising gross proceeds in the aggregate amount of at least 100.0 million dollars (or its equivalent in one or more other currencies) by the issuance of Qualifying Participations (as defined in the Loan Agreement Agreement).

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment which is attached to this Form 6-K as Exhibit 4.1.

Subscription contract

On July 19, 2022, the Company entered into a privately negotiated subscription agreement (the “Subscription Agreement”) with the Bill & Melinda Gates Foundation (“BMGF”), pursuant to which BMGF agreed to underwrite and purchase from of the Company, $25.0 million of common stock, in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), at a price equal at the price at which the ordinary shares of the Company are offered to the public in the Registered form offered by the company
offering of common stock (the “Offer”) pursuant to the registration statement on Form F-1, which has been filed with
the Securities and Exchange Commission (“SEC”) by the Company on July 19, 2022. The purchase and sale of common shares pursuant to the private placement transaction (the “Closing”) are subject to certain conditions, including including, without limitation, a requirement that the Company has received gross proceeds in an aggregate amount equal to or greater than $75.0 million (or its equivalent in one or more other currencies) from the sale of Common Shares, excluding proceeds to be received under the Subscription Agreement.

Upon Closing, the Company and BMGF will further amend and restate the letter of agreement dated July 17, 2018, as amended and restated October 17, 2019 (the “A&R Cooperation Agreement”), the form of which is attached hereto. to the subscription contract. Under the terms of the A&R cooperation agreement, the company’s global access commitments to BMGF will expand to include: (i) a point-of-care marketing project to support and expand the company’s existing commitment to partner with health systems for low-income people in some countries; (ii) a commitment to use and extend the technology of the LumiraDx platform (the “Platform”) to develop certain new global health tests; and (iii) a commitment to use our platform technology to develop and commercialize some of our technologies.

All Common Shares purchased by BMGF pursuant to the Private Placement Transaction will be “Registrarable Securities”, as that term is defined in the Amended and Restated Registration Rights Agreement, dated September 28, 2021 , by and between the Company, CA Healthcare Acquisition Corp., CA Healthcare Sponsor LLC and certain other shareholders of the Company, and BMGF will be entitled to the registration rights set forth therein with respect to such common stock.

None of the securities mentioned herein have been registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, pledged, sold, delivered or otherwise transferred, directly or indirectly, into the United States, except pursuant to registration under the Securities Act or an applicable exemption from the registration requirements of the Securities Act and, in each case, in accordance with the other applicable securities laws.

The foregoing descriptions of the Subscription Agreement and the A&R Cooperative Agreement do not purport to be complete and are qualified in their entirety by reference to the Subscription Agreement (which includes the A&R Cooperative Agreement Form) which is attached to this Form 6-K as Exhibit 4.2.

Caution Regarding Forward-Looking Statements

This Form 6-K contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, including statements regarding the anticipated private placement transaction with BMGF, if
we will complete the Offering and the private placement, and the timing, size and use of the proceeds of the Offering
and the concurrent private placement described herein. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to differ materially from the information expressed or implied by these forward-looking statements, including including, but not limited to: general economic, political and business conditions; the effect of COVID-19 on the Company’s business and financial results; maintain regulatory approval or authorization for testing; and the factors discussed under the heading “Risk Factors” in our registration statement on Form F-1, filed with the SEC by the Company on July 19, 2022, in our annual report on Form 20-F filed with the SEC by the Company on April 13, 2022 and subsequent filings made by the Company with the SEC. Although the Company believes that it has a reasonable basis for each forward-looking statement contained in this Form 6-K, the Company cautions you that such statements are based on a combination of facts and factors currently known to it and its projections. of the future. , of which he cannot be certain. The Company undertakes no obligation to update or revise the information contained in this Form 6-K, whether as a result of new information, future events or circumstances or otherwise.

INDEX OF EXHIBITIONS

Part No.

The description

4.1

Third Amendment to Loan Agreement, dated July 18, 2022, by and between LumiraDx Investment Limited, as Borrower, BioPharma Credit Investments V (Master) LP and BPCR Limited Partnership, as Lenders, and BioPharma Credit PLC , as Collateral Agent (incorporated by reference to Exhibit 4.14 of the Company’s Registration Statement on Form F-1 (File No. 333-266207) filed with the SEC on July 19, 2022).

4.2†

Subscription Agreement, dated July 19, 2022, by and between LumiraDx Limited and the Bill & Melinda Gates Foundation (incorporated by reference as Exhibit 4.19 to the Company’s Registration Statement on Form F-1 (File No. 333- 266207) as filed with the SEC on July 19, 2022).

† Portions of this piece (indicated by brackets and asterisks) have been omitted in accordance with SEC rules. The Company agrees to provide a copy of all omitted exhibits and schedules to the SEC upon request.

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