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Disc Medicine (NASDAQ: IRON) extends Hercules loan access and covenants

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Disc Medicine amended its existing Loan and Security Agreement with Hercules Capital to extend access to debt financing and adjust covenant timing. On June 25, 2026, the company agreed to immediately draw $30,000,000 from the Tranche 1-B Advance.

The prior $50,000,000 Tranche 1-C was restructured into a $25,000,000 loan available at the company’s option through March 31, 2027 and a separate $25,000,000 Tranche 1-D available through April 30, 2027. Draw periods for Tranche 2 and Tranche 3 were also extended to December 15, 2027 and June 30, 2028, respectively, and the parties set an initial testing date of July 1, 2028 for the amended minimum cash covenant.

Positive

  • None.

Negative

  • None.

Insights

Amended Hercules facility extends borrowing windows and defers covenant testing.

Disc Medicine updated its Loan and Security Agreement with Hercules Capital, committing to draw $30,000,000 from the Tranche 1-B Advance and splitting a $50,000,000 Tranche 1-C into two $25,000,000 tranches with later availability dates.

The amendment also extends draw periods for Tranche 2 and Tranche 3 to December 15, 2027 and June 30, 2028. In addition, the minimum cash covenant will first be tested on July 1, 2028, which delays compliance measurement. Overall, this provides longer access to debt capital and adjusts covenant timing, though actual impact depends on how much of the facility the company ultimately uses.

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.
Tranche 1-B Advance draw $30,000,000 Mandatory draw under amendment on June 25, 2026
Original Tranche 1-C amount $50,000,000 Reallocated into two $25,000,000 tranches
Revised Tranche 1-C availability $25,000,000 Available at company’s option through March 31, 2027
New Tranche 1-D Advance $25,000,000 Available through April 30, 2027
Tranche 2 draw deadline December 15, 2027 Extended advance period under amendment
Tranche 3 draw deadline June 30, 2028 Extended advance period under amendment
Minimum cash covenant first test July 1, 2028 Initial testing date for amended covenant
Material Definitive Agreement regulatory
"Item 1.01 Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
Loan and Security Agreement financial
"First Amendment to Loan Agreement to the Loan and Security Agreement dated as of November 6, 2024"
A loan and security agreement is a legal contract that sets out the amount, repayment schedule, interest and the rules a borrower must follow, and it names specific assets a lender can claim if the borrower fails to pay. Think of it like a mortgage or car loan where the lender holds a claim on collateral until the debt is repaid. Investors care because it determines a company’s repayment priorities, borrowing costs, operational limits and how easily creditors can seize assets in distress, all of which affect equity value and credit risk.
Tranche 1-B Advance financial
"the Company agreed to draw down $30,000,000 of the Tranche 1-B Advance"
Tranche 1-D Advance financial
"a $25,000,000 Tranche 1-D Advance that is available to the Company through April 30, 2027"
minimum cash covenant financial
"agreed to amend the minimum cash covenant terms to provide for an initial testing date of July 1, 2028"
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.
direct financial obligation regulatory
"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement"
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false000181673600018167362026-06-252026-06-25

 

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): June 25, 2026

 

 

DISC MEDICINE, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-39438

85-1612845

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

321 Arsenal Street

Suite 101

 

Watertown, Massachusetts

 

02472

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 617 674-9274

 

 

(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, par value $0.0001 per share

 

IRON

 

The Nasdaq Global 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 June 25, 2026, Disc Medicine, Inc. (the “Company”) entered into a First Amendment to Loan Agreement (the “Amendment”) to the Loan and Security Agreement dated as of November 6, 2024 (as amended, the “Loan Agreement”) among the Company, the lender party thereto and Hercules Capital, Inc., as administrative agent and collateral agent (“Hercules”) for the purpose of extending the periods during which future Advances (as defined in the Loan Agreement) may be drawn down. Pursuant to the Amendment, (a) the Company agreed to draw down $30,000,000 of the Tranche 1-B Advance (as defined in the Loan Agreement), (b) the existing $50,000,000 Tranche 1-C Advance (as defined in the Loan Agreement) was divided into a $25,000,000 loan available at the Company’s option through March 31, 2027 and a $25,000,000 Tranche 1-D Advance that is available to the Company through April 30, 2027, and (c) the periods for drawing down the Tranche 2 Advance and Tranche 3 Advance were extended to December 15, 2027 and June 30, 2028, respectively, as set forth in the Amendment. Additionally, the Company and Hercules agreed to amend the minimum cash covenant terms to provide for an initial testing date of July 1, 2028, as well as certain other modifications set forth in the Amendment.

 

The foregoing 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 will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.

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

The information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.

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.

 

 

 

DISC MEDICINE, INC.

 

 

 

 

Date:

June 30, 2026

By:

/s/ John Quisel, J.D., Ph.D

 

 

 

Name: John Quisel, J.D., Ph.D.
Title: President and Chief Executive Officer

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Disc Medicine (IRON) change in its loan agreement with Hercules Capital?

Disc Medicine amended its loan agreement with Hercules Capital to extend borrowing periods and adjust a covenant. The company committed to draw $30 million from Tranche 1-B and restructured a $50 million tranche into two $25 million tranches with later availability dates and updated minimum cash covenant testing.

How much new capital is Disc Medicine (IRON) drawing under the amended loan?

Disc Medicine agreed to draw $30 million from the Tranche 1-B Advance as part of the amendment. This is an immediate borrowing commitment under the existing Hercules facility, separate from additional optional tranches that remain available to the company through later specified dates.

What are the new availability dates for Disc Medicine’s Tranche 1-C and 1-D loans?

The original $50 million Tranche 1-C was divided into two $25 million pieces. One $25 million loan is available at Disc Medicine’s option through March 31, 2027, while the new $25 million Tranche 1-D Advance remains available through April 30, 2027 under the amended agreement.

When do Disc Medicine’s Tranche 2 and Tranche 3 loan advances expire after the amendment?

Under the amendment, the draw period for the Tranche 2 Advance now runs through December 15, 2027, and the Tranche 3 Advance is available through June 30, 2028. These extensions give Disc Medicine a longer window to access additional debt capital if needed.

How did the amendment change Disc Medicine’s minimum cash covenant?

Disc Medicine and Hercules agreed that the amended minimum cash covenant will first be tested on July 1, 2028. This delays when the company must demonstrate compliance with the revised cash balance requirement, potentially easing near-term covenant pressure compared with earlier testing dates.

Where can investors find the full text of Disc Medicine’s loan amendment?

The full text of the First Amendment to the Loan Agreement will be filed as an exhibit to Disc Medicine’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026. The current disclosure provides a summary and notes that the full document will be incorporated by reference.

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