Atea Pharmaceuticals draws $65M under loan agreement

A $65.0 million tranche was drawn at closing, while later borrowing depends on trial, financing and development milestones or lender discretion.

Available on EDGAR 11/09/2026 - 07:30 AM EST Accepted by SEC EDGAR 11/09/2026 - 07:30 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Atea Pharmaceuticals (AVIR) entered into a senior secured loan agreement with Hercules Capital, as agent, and the lenders, providing for term loans with aggregate principal of up to $200.0 million. The company drew $65.0 million on November 6, 2026. Later tranches are subject to conditions: Tranche 2 includes successful completion of the ongoing Phase 3 BEM/RZR trial before a specified date in the second half of 2027; Tranches 3 and 4 depend on financing and development or commercialization milestones, and Tranche 5 is available at the lenders’ sole discretion.

The loans mature on November 1, 2031, carry a floating annual interest rate equal to the greater of the prime rate reported in The Wall Street Journal plus 2.35% or 9.35%, and are interest-only for 48 months. The company owes a $650,000 upfront fee, with an additional fee equal to 1.00% of any advance under Tranches 2 through 5. The loans are secured by substantially all company assets, including intellectual property. The agreement includes cash and BEM/RZR revenue covenants and allows lenders to accelerate obligations following an event of default.

Filing Explained

Beyond the drawn loan, future cash and BEM/RZR revenue tests apply, and an end-of-term charge is due at prepayment, maturity or acceleration.

The loan agreement is in force and its $65.0 million first tranche has been drawn; a minimum-cash covenant is tested starting October 1, 2027, except on days Atea meets a specified market-cap requirement.

A separate performance covenant starts six months after FDA approval of BEM/RZR and requires specified product revenue or one of the agreement’s cash-based alternatives.

The agreement also requires an end-of-term charge at prepayment, maturity, or acceleration, and says Atea will incur additional debt-issuance costs, including advisory, legal, and other transaction costs.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

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

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Aggregate principal amount: Up to $200.0 million Tranche 1 term loan drawn: $65.0 million Loan maturity date: November 1, 2031 +4 more

7 metrics

Aggregate principal amount Up to $200.0 million Term loans under the agreement

Tranche 1 term loan drawn $65.0 million Drawn on November 6, 2026

Loan maturity date November 1, 2031 Term loans

Floating annual interest rate The greater of the prime rate as reported in The Wall Street Journal plus 2.35% and 9.35% Interest payable monthly in arrears

Initial upfront fee $650,000 Payable by the company

Upfront fee on Tranches 2 through 5 1.00% of any advance Applies to any advance under those tranches

Interest-only period 48 months Extendable to maturity upon achievement of a commercial milestone by a specified date

Key Terms

senior secured term loans, interest-only, minimum cash covenant, end of term charge

4 terms

senior secured term loans financial

"providing for senior secured term loans"

A senior secured term loan is a long‑term bank-style loan that a company must repay on a set schedule and that is backed by specific assets as collateral; “senior” means it gets paid before other debts if the borrower runs into trouble. For investors, these loans matter because their collateral and priority typically reduce the risk of loss compared with unsecured or junior debt, while the fixed repayment plan and contract terms influence a company’s cash flow, interest burden and financial flexibility—think of it like a mortgage on a business asset that lenders can claim first if payments stop.

interest-only financial

"The Term Loans are interest-only for 48 months"

A loan or payment plan where the borrower pays only the interest for a set period while the original loan amount (the principal) stays unchanged; after that period payments typically rise to cover principal or a lump-sum principal payment is due. For investors this matters because interest-only structures change cash flows and risk: they can boost short-term income but increase the chance of payment shock or default later, similar to renting a car without paying down the purchase cost until the final bill arrives.

minimum cash covenant financial

"a minimum cash covenant, which is tested beginning on October 1, 2027"

A minimum cash covenant is a loan agreement clause that requires a company to keep at least a specified amount of cash or liquid assets on hand, like a bank requiring you to maintain a minimum balance. It matters to investors because it limits how management can spend or return cash, reduces the risk of surprise default by ensuring a short-term safety buffer, and can signal lender concern about the company’s liquidity.

end of term charge financial

"required to pay an end of term charge"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What conditions apply to additional AVIR loan tranches?

Tranche 2 is available subject to conditions including successful completion, before a specified date in the second half of 2027, of the ongoing Phase 3 trial evaluating BEM/RZR. Tranches 3 and 4 require a financing milestone and development or commercialization milestones by specified dates. Tranche 5 is available at the lenders’ sole discretion.

What financial covenants apply to AVIR’s loan?

The minimum cash covenant begins testing on October 1, 2027, and is not tested on a day when the company meets a specified market capitalization requirement. A performance covenant begins after FDA approval of BEM/RZR and requires specified minimum sales revenues, or alternatively cash equal to at least 50% of outstanding obligations with a market capitalization requirement, or cash of at least 85% of outstanding obligations.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false 0001593899 0001593899 2026-11-06 2026-11-06

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): November 6, 2026

Atea Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-39661		46-0574869
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

225 Franklin Street

Suite 2100

Boston, MA 02110

(Address of principal executive offices) (Zip Code)

(857) 284-8891

(Registrant’s telephone number, include area 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, $0.001 par value per share		AVIR		The Nasdaq Global Select 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 1.01 Entry into a Material Definitive Agreement.

On November 6, 2026 (the “Closing Date”), Atea Pharmaceuticals, Inc. (the “Company”) entered into a Loan and Security Agreement (the “Agreement”) with Hercules Capital, Inc. (“Hercules”), as agent, and the lenders party thereto, providing for term loans in an aggregate principal amount of up to $200.0 million, subject to the terms and conditions set forth therein.

The Agreement provides for senior secured term loans which mature on November 1, 2031 (the “Maturity Date”), for up to $200.0 million and consists of the following tranches (collectively, the “Term Loans”): (1) a Tranche 1 Term Loan of $65.0 million drawn on the Closing Date, (2) a Tranche 2 Term Loan of up to $35.0 million, (3) a Tranche 3 Term Loan up to the difference between $35.0 million and the amounts funded under Tranche 4, (4) a Tranche 4 Term Loan up to the difference between $70.0 million and the amounts funded under Tranche 3, and (5) a Tranche 5 Term Loan of up to $30.0 million. The Tranche 2 Term Loan is available subject to certain conditions, including the successful completion, prior to a specified date in the second half of 2027, of the Company’s ongoing Phase 3 clinical trial, which is evaluating the fixed-dose combination of bemnifosbuvir and ruzasvir (“BEM/RZR”). The Tranche 3 and Tranche 4 Term Loans are available subject to certain conditions, including the achievement of a financing milestone and certain milestones relating to the development and commercialization of BEM/RZR by specified dates. The Tranche 5 Term Loan is available in the sole discretion of the lenders.

All Term Loans will bear interest at a floating rate based upon an annual interest rate of the greater of (i) the prime rate as reported in The Wall Street Journal plus 2.35% and (ii) 9.35%, payable monthly in arrears. The Company is required to pay an initial upfront fee of $650,000 and an upfront fee equal to 1.00% of any advance for Tranche 2 through Tranche 5. The Company also incurs additional debt issuance costs including financial advisory fees, legal fees and other transaction costs. The Term Loans are interest-only for 48 months, extendable to maturity upon achievement of a commercial milestone by a specified date. The Company may prepay the Term Loans in whole or in part prior to the maturity date, subject to certain prepayment fees. Upon any prepayment of the Term Loans, at maturity or upon acceleration, the Company is also required to pay an end of term charge.

The Agreement contains customary affirmative and restrictive covenants, representations and warranties and events of default. The Agreement contains financial covenants, including: (i) a minimum cash covenant, which is tested beginning on October 1, 2027, requiring the Company to maintain cash at all times in an amount greater than or equal to a specified percentage of the outstanding obligations under the Agreement; provided that the minimum cash covenant is not tested on any day when the Company meets a specified market capitalization requirement and (ii) a performance covenant that is tested beginning on the last day of the month that is six months after FDA approval of BEM/RZR, requiring the Company to meet specified minimum revenues from sales of BEM/RZR, or alternatively, meet a minimum cash covenant requiring the Company to maintain cash in an amount equal to at least 50% of outstanding obligations under the Agreement in addition to meeting a specified market capitalization requirement or maintain cash in an amount of at least 85% of outstanding obligations under the Agreement. Upon the occurrence of an event of default, the lenders may, among other things, accelerate the Company’s obligations under the Agreement (including all obligations for principal, interest and any applicable prepayment charges and end of term charges); provided that upon an event of default relating to certain insolvency, liquidation, bankruptcy or similar events, all outstanding obligations will be automatically accelerated.

The Company’s obligations under the Agreement are secured by substantially all of its assets, including its intellectual property. Certain of the Company’s future subsidiaries may, from time to time after the Closing Date, join as co-borrowers or guarantors and be required to guarantee the Company’s obligations under the Agreement and, in connection with such guarantee, pledge substantially all of their assets, including intellectual property, to secure such guarantee.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

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

The information in Item 1.01 is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1*+		Loan and Security Agreement, dated November 6, 2026, among the Company, Hercules Capital, Inc., as agent, and the lenders party thereto.
104		Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

* Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

+ Annexes, schedules, and certain exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the SEC upon request.

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.

				ATEA PHARMACEUTICALS, INC.
Date: November 9, 2026				By:		/s/ Andrea Corcoran
						Andrea Corcoran
						Chief Financial Officer and Executive Vice President, Legal and Secretary

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 463.6 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB