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): ~~February~~April 20, 2025

Molecular Templates, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-32979

94-3409596

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

9301 Amberglen Blvd, Suite 100

Austin, Texas 78729

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (512) 869-1555

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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		MTEM		N/A (OTC Expert 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

~~Bridge~~The ~~Loan~~information set forth below in Item 1.03 of this Current Report on Form 8-K (this “Form 8-K”) is incorporated herein by reference.

OnItem ~~February 20, 2025, Molecular Templates, Inc~~1.03 ~~(the~~Bankruptcy “Company”) entered into a Loan and Security Agreement – Bridge Loan (the “Loan and Security Agreement”) among Molecular Templates OpCo, Inc. (“Opco”), as borrower, the Company (“Borrower Representative”, together with Opco, collectively “Borrowers”), the lenders from time to time party thereto (collectively, the “Lenders”), K2 HealthVentures LLC (“K2”), as administrative agent for Lenders (in such capacity, together with its successors, “Administrative Agent”), and Ankura Trust Company, LLC (“Ankura” or ~~“Collateral Trustee”), as collateral trustee for Lenders, Collateral Trustee, and Administrative Agent.~~Receivership

~~Amount.~~Bankruptcy Pursuant to the Loan and Security Agreement, the Lenders agreed to extend to the Company (i) an initial loan of $560,000 which was drawn on the closing date (the “Initial Bridge Loan”) and (ii) subject to Lenders’ approval in each Lender’s sole and absolute discretion and the terms and conditions of the Loan and Security Agreement, each Lender may, severally and not jointly, upon written request by Borrower Representative, make to Borrowers additional advances from time to time in amounts as the parties may agree (collectively, “Discretionary Incremental Bridge Loans”, and together with the Initial Bridge Loan, the “Bridge Loans”, and each, a “Bridge Loan”). The Borrower shall use the proceeds of the Bridge Loans to pay expenses in accordance with the permitted disbursements described on Schedule 1 of the Loan and Security Agreement or in accordance with Administrative Agent’s prior written approval from time to time.Filing

~~Maturity.~~On ~~The~~April ~~Initial~~20, ~~Bridge~~2025 ~~Loan~~(the ~~matures~~“Petition onDate”), ~~April~~Molecular 21Templates, ~~2025~~Inc. (the “~~Maturity~~Company”) ~~Date~~and its affiliate, Molecular Templates OpCo, Inc. (“MTEM OpCo”, and together with the Company, the “Debtors”), ~~unless~~commenced ~~accelerated~~chapter ~~pursuant~~11 tocases (the an“Chapter ~~event~~11 Cases”) as debtors in possession in voluntary proceedings under Chapter 11 of ~~default~~the United States Code, 11 U.S.C. §§ 101-1532, as ~~described~~amended ~~below~~from time to time (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). ~~All~~The ~~amounts~~case ~~outstanding~~numbers ~~under~~for the ~~Loan~~Chapter 11 Cases are: 25-10739 and ~~Security~~25-10740. ~~Agreement~~The ~~will~~Company beand ~~due~~its affiliate currently remain in possession of their respective assets and ~~payable~~currently continue ~~upon~~to operate as “debtors in possession” under the ~~earlier~~jurisdiction of the ~~maturity date~~Bankruptcy orCourt, and in accordance with the applicable ~~acceleration~~provisions of the ~~loans~~Bankruptcy Code and ~~commitments~~the ~~upon~~orders anof ~~event~~the ofBankruptcy ~~default~~Court.

~~Interest~~Additional ~~Rate.~~information ~~Amounts~~about ~~borrowed~~the ~~under~~Chapter ~~the~~11 ~~Bridge~~Cases, ~~Loan~~including ~~bear~~access ~~interest~~to Bankruptcy Court documents, is available online at https://www.veritaglobal.net/moleculartemplates, a ~~fixed~~website ~~rate~~administered ofby ~~13.5%~~Kurtzman ~~per~~Carson ~~annum.~~Consultants, ~~Interest~~LLC ~~shall~~d/b/a ~~accrue~~Verita Global, a third-party bankruptcy claims and benoticing ~~capitalized~~agent. The ~~monthly~~information on ~~the~~this ~~first~~website ~~calendar~~is ~~day~~not ofincorporated ~~each~~by ~~month~~reference into, and ~~added~~does tonot ~~the~~constitute ~~principal~~part ~~amount~~of, ~~outstanding~~this onForm ~~such date~~8-K.

~~Security.~~Restructuring ~~the~~Support ~~Borrowers’~~Agreement ~~obligations~~Term are secured by a first priority, perfected lien on substantially all the property and assets of the Borrowers including, without limitation, their intellectual property and including their wholly-owned domestic subsidiaries (the “Collateral”) except for certain other customary excluded assets as set forth therein.Sheet

~~Covenants;~~Subject ~~Representations~~to ~~and~~Bankruptcy ~~Warranties;~~Court ~~Other~~approval, ~~Provisions.~~the ~~The~~Company ~~Loan~~intends ~~and~~to ~~Security~~effectuate ~~Agreement~~a ~~contains~~debt-for-equity ~~customary representations~~transaction, ~~warranties~~pursuant to the confirmation of a plan ~~and~~of ~~covenants~~reorganization, ~~including~~and ~~but~~in ~~not~~accordance ~~limited~~with toa ~~covenants~~restructuring bysupport ~~Borrowers~~agreement ~~limiting~~term ~~additional~~sheet ~~indebtedness~~entered into with K2 HealthVentures LLC (“K2”), dated ~~liens~~April 20, ~~mergers~~2025 ~~and~~(together ~~acquisitions~~with all annexes attached thereto, the “RSA Term Sheet”). Material provisions of the RSA Term ~~dispositions~~Sheet include, ~~investments~~among others: (i) the satisfaction of certain case milestones; (ii) the satisfaction and release of $15,000,000 of ~~distributions~~K2’s prepetition secured claims against the Company in exchange for 100% of newly issued common equity interests in the reorganized company; (iii) the provision of customary releases (including third party releases) for key stakeholders, ~~subordinated~~including ~~debt~~the Company and K2, to ~~transactions~~the ~~with~~maximum ~~affiliates~~extent permitted under applicable law; and ~~fundamental~~(iv) ~~changes~~the ascancellation, ~~described~~extinguishment, inand discharge of all of the Company’s ~~Loan~~existing common and ~~Security~~preferred ~~Agreement~~stock.

~~Default~~Postpetition ~~Provisions. The Loan and Security Agreement provides for events of default customary for loan of this type, including but not limited to non~~Debtor-~~payment,~~in-Possession defaults on other debt, misrepresentation, breach of covenants, representations and warranties, insolvency, bankruptcy, certain uncured judgments and the occurrence of a material adverse effect on the Company. Immediately upon the occurrence and during the continuation of an event of default, all outstanding obligations under the Loan and Security Agreement shall accrue interest at the Interest Rate plus 5%. Upon the occurrence and continuation of any event of default, the Administrative Agent may accelerate payment of all obligations and terminate the Lenders’ commitments under the Loan and Security Agreement.Financing

~~Amended~~In ~~CVR~~connection ~~Agreement~~with the Chapter 11 Cases, the Debtors filed various “first day” motions seeking Bankruptcy Court approval.1 At a hearing held on April 22, 2025, the Bankruptcy Court approved, among other things, the Company’s debtor-in-possession financing on the terms set forth in a proposed Interim Order (I) Authorizing the Debtors to (A) Obtain Postpetition Financing and (B) Utilize Cash Collateral, (II) Granting Adequate Protection to the Prepetition Lender, (III) Modifying the Automatic Stay, (IV) Scheduling a Final Hearing, and (V) Granting Related Relief (the “Interim Order”) and the DIP Term Sheet, dated April 20, 2025 (together with all exhibits and schedules thereto, the “DIP Term Sheet” and, together with the Interim Order, the Final Order and the DIP Budget (each as defined in the Interim Order), and any other schedules, exhibits, agreements, instruments, pledge agreements, guarantees, security agreements, intellectual property security agreements, control agreements, escrow agreements, instruments, notes, and documents executed in accordance and connection with any of the foregoing; each as amended, restated, supplemented, waived, or otherwise modified from time to time in accordance with the terms thereof, the “DIP Documents”) with K2.

~~Concurrent with~~1 ~~entry~~Copies ~~into~~of the ~~Loan~~“first day” motions and ~~Security~~orders ~~Agreement,~~are onavailable ~~February~~free ~~20,~~of ~~2025,~~charge ~~the~~at ~~Company~~www.veritaglobal.net/MolecularTemplates. ~~entered~~Copies ~~into~~of anthe ~~amended~~first day motions and ~~restated~~orders ~~secured~~may ~~contingent value~~also ~~right~~be ~~agreement~~inspected (in the ~~“Amended~~offices ~~CVR~~of ~~Agreement”),~~the byClerk ~~and~~of ~~among~~the ~~Opco,~~Bankruptcy ~~the~~Court ~~Company,~~during ~~K2,~~normal asbusiness ~~holder~~hours ~~(“Holder”), and~~or ~~Ankura,~~downloaded asfrom ~~collateral~~the ~~trustee~~Bankruptcy ~~for~~Court’s ~~Holder~~website ~~and~~at ~~Ankura~~www.deb.uscourts.gov. ~~The~~Please ~~Amended~~note ~~CVR~~that ~~Agreement~~prior ~~amends,~~registration ~~restates~~with the PACER Service Center and ~~replaces~~payment inof ~~its~~a ~~entirety~~fee ~~that certain~~may ~~convertible~~be ~~secured~~required ~~contingent~~to ~~value~~access ~~right~~such ~~agreement,~~documents. ~~among~~Parties ~~the~~in ~~parties,~~interest ~~dated~~may assign ofup ~~June~~for ~~16,~~a ~~2023~~PACER (account by visiting the ~~“Original~~PACER ~~CVR~~website ~~Agreement”), which~~at ~~was~~http://pacer.psc.uscourts.gov ~~initially~~or ~~entered~~by ~~into~~calling in(800) ~~connection~~676-6856. ~~with~~The ~~the~~information ~~refinancing~~on ofsuch ~~certain~~websites ~~loan~~is ~~obligations~~not ofincorporated ~~Opco~~by reference into, and ~~the~~does ~~Company~~not toconstitute K2part of, this Form 8-K.

The ~~obligations~~Bankruptcy ~~under~~Court authorized the ~~Amended~~Company ~~CVR~~to ~~Agreement~~obtain, ~~remain~~on an interim basis, post-petition financing on a senior secured bysuper-priority basis (the “DIP Facility”) from K2, comprised of: (i) a ~~security~~new ~~interest~~money term loan facility (the “New Money DIP Loans”) in an aggregate maximum principal amount of $3,000,000, of which $500,000 will be available to the ~~Collateral.~~Company upon entry of the ~~The~~Interim Order; and (ii) a roll-up (the “Roll-Up Loans” and together with the New Money DIP Loans, the “DIP Loans”) of a portion of the outstanding obligations arising under: (i) that certain Amended and Restated Secured Contingent Value Right Agreement, dated February 20, 2025 (the “A&R CVR”), and (ii) that certain Loan and Security Agreement, ~~also~~dated ~~fixes~~February 20, 2025 (the “Bridge Loan”), equal to $6,000,000 pursuant to the Interim Order and an additional $3,000,000 (for a ~~repayment~~total ~~maturity~~of ~~date~~$9,000,000) upon final approval of ~~February~~the 1DIP Facility. The DIP Facility is subject to the terms and conditions set forth in the Interim Order, the ~~2026~~DIP Budget, and the DIP Term Sheet. Subject to the DIP Documents, the DIP Facility is secured by first-priority, senior liens on substantially all of the Debtor’s assets, subject only to certain permitted liens and a professional fee carve-out.

The ~~above~~maturity ~~descriptions~~date of the ~~Loan~~DIP ~~and~~Facility ~~Security~~(the ~~Agreement~~“Maturity Date”) shall be the earliest to occur of the following: (i) seventy (70) days following the Petition Date; (ii) the acceleration or termination of the DIP Facility as a result of an Event of Default (as defined below); or (iii) the effective date of a plan filed in the cases and ~~Amended~~confirmed ~~CVR~~by ~~Agreement~~the doBankruptcy ~~not~~Court; ~~purport~~provided tothat the Maturity Date may be ~~complete~~extended ~~and~~upon ~~are~~the ~~qualified~~written consent of the Administrative Agent in ~~their~~its sole and absolute discretion. Interest shall accrue on the ~~entirety~~DIP byLoans ~~reference~~at the rate of 13.5% per annum, and shall accrue and be capitalized monthly on the first (1st) business day of each month and added to the principal amount outstanding on such date. Interest shall accrue in kind and shall be paid in full ~~text~~in cash on the Maturity Date or otherwise satisfied all or a portion thereof through a debt-for-equity conversion through a plan. Events of Default under the ~~Loan~~DIP Term Sheet include, among others: (i) the use of proceeds from the DIP Facility, the DIP Collateral and ~~Security~~the ~~Agreement~~Cash Collateral (each as defined in the Interim Order) not in accordance with the DIP Financing Term Sheet and the ~~Amended~~DIP ~~CVR~~Documents, ~~Agreement~~(ii) the failure to meet certain case milestones, ~~copies~~subject to the availability of ~~which~~the ~~are~~Bankruptcy ~~filed~~Court; as(iii) and the filing of a pleading, plan, or document or ~~Exhibits~~entry ~~10.1~~of ~~and~~an ~~10.2~~order ~~hereto~~that ~~and~~is ~~are~~inconsistent ~~incorporated~~with bythe ~~reference~~DIP ~~herein~~Financing Term Sheet, the DIP Documents, or the RSA Term Sheet.

~~Item~~The foregoing ~~2.03~~summary ~~Creation~~of the DIP Term Sheet does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the DIP Term Sheet, a ~~Direct~~copy ~~Financial~~of ~~Obligation~~which oris anfiled ~~Obligation~~as ~~under~~Exhibit an99.1 ~~Off~~to this current report on Form 8-~~Balance~~K ~~Sheet~~and ~~Arrangement~~is ofincorporated aherein ~~Registrant~~by reference.

~~The information contained in~~ Item 1 2.0103. ~~under~~Creation ~~the~~of ~~headings~~a ~~“Bridge~~Direct ~~Loan”~~Financial ~~and~~Obligation ~~“Amended~~or ~~CVR~~an ~~Agreement”~~Obligation isunder ~~incorporated by~~an ~~reference~~Off-Balance ~~into~~Sheet ~~this~~Arrangement ~~Item~~of 2a Registrant.~~03.~~

The information set forth above in Item 31.03 ~~Material~~of ~~Modifications~~this toForm ~~Rights~~8-K ofregarding ~~Security~~the ~~Holders~~DIP Facility is hereby incorporated by reference in this Item 2.03.

~~The~~Item 2.04. ~~information~~Triggering inEvents ~~Item~~that ~~1.01~~Accelerate ~~above~~or isIncrease ~~incorporated~~a byDirect ~~reference~~Financial ~~into~~Obligation ~~this~~or ~~Item~~an 3Obligation under an Off-Balance Sheet Arrangement.~~03.~~

~~Cautionary~~The ~~Information~~information ~~Regarding~~set ~~Trading~~forth above in Item 1.03 of this Form 8-K regarding the ~~Company~~Chapter 11 Cases is incorporated herein by reference. The commencement of the Chapter 11 Cases constitutes an “event of default” under the Bridge Loan and an “acceleration event” under the CVR Agreement. The terms of the Bridge Loan provide that, as a result of the Chapter 11 Cases, the principal and interest thereunder shall be immediately due and payable, and the terms of the CVR Agreement provide that, as a result of the Chapter 11 Cases, the payments due thereunder shall be immediately due and payable. Any efforts to enforce the payment obligations under the Bridge Loan and the CVR Agreement are automatically stayed as a result of the Chapter 11 Cases, and the creditors’s ~~Securities~~rights of enforcement are subject to the Bankruptcy Code.

~~The~~CAUTIONARY ~~Company~~NOTE ~~cautions~~REGARDING ~~that~~THE ~~trading in the Company~~COMPANY’sS securities is highly speculative and poses substantial risks. Trading prices for the Company’s securities currently bear little or no relationship to the actual value that may be realized, if any, by holders of the Company’s securities. The Company does not currently expect that the holders of its securities will receive value for their investment. The Company also does not currently expect to have the necessary resources to continue its reporting obligations. Accordingly, the Company urges extreme caution with respect to existing and future investments in its securities.SECURITIES

~~Item~~The Company ~~9.01~~cautions ~~Financial~~that ~~Statements~~trading in the Company’s securities during the pendency of the Chapter 11 Cases is highly speculative and poses ~~Exhibits~~substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by holders of the Company’s securities in the Chapter 11 Cases.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including, but not limited to, statements regarding the Company’s possession of its respective assets and operation of its respective business as a “debtor in possession” under the jurisdiction of the Bankruptcy Court and the timeline for and execution of its plan confirmation process. The Company’s actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of important risks and uncertainties, including without limitation, risks associated with the Company’s ability to comply with its obligations under the DIP Facility, among other important risks and uncertainties. A further description of the risks and uncertainties relating to the business of the Company is contained in the Company’s most recent annual report on Form 10-K and the Company’s quarterly reports on Form 10-Q filed with the Securities and Exchange Commission. The Company undertakes no duty or obligation to update any forward-looking statements contained in this report as a result of new information, future events or changes in its expectations.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1*		Loan and Security Agreement, dated February 20, 2025, by and among Molecular Templates, Inc., Molecular Templates OpCo, Inc., and, K2 HealthVentures LLC and Ankura Trust Company, LLC
99.1		DIP Term Sheet
10.2*		Amended and Restated CVR Agreement, dated February 20, 2025, by and among Molecular Templates, Inc., K2 HealthVentures LLC and Ankura Trust Company, LLC
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Certain schedules to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Copies of the omitted schedules will be furnished 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.

	Molecular Templates, Inc.
Date: February 26, 2025	By:	/s/ Craig Jalbert
Date: April 24, 2025	By:	/s/ Craig Jalbert
	Name:	Craig Jalbert
	Title:	President, Chief Executive Officer and Chief Financial Officer

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