| Item 1.01. | Entry into a Material Definitive Agreement. |
On March 9, 2023,
Accelerate Diagnostics, Inc. (the “Company”) entered into a Forbearance Agreement (the “Forbearance Agreement”),
which became effective on March 13, 2023, with (i) Indaba Capital Management, L.P. (together with its affiliates, “Indaba”),
(ii) Chicago Venture Partners, LP (“CVP”), (iii) RBC CMA LLC (“RBC”), (iv) Penderfund Capital Management
Ltd. (“Penderfund”), (v) Wolverine Flagship Fund Trading Limited (“Wolverine,” and collectively with Indaba,
CVP, RBC, and Penderfund, the “Ad Hoc Noteholder Group”), (vi) U.S. Bank Trust Company, National Association, as successor
in interest to U.S. Bank National Association, a national banking association, not in its individual capacity, but solely as trustee (the
“Trustee”), and (vii) any other owner of the Notes (as defined below) who executes and delivers to the Company a joinder
to the Forbearance Agreement (collectively with the Trustee and Ad Hoc Noteholder Group, the “Counterparties”). The Ad Hoc
Noteholder Group holds approximately 85% of the Company’s outstanding 2.50% Convertible Senior Notes due 2023 (the “Notes”)
issued pursuant to that certain indenture, dated as of March 27, 2018 (the “Indenture”) by and between the Company, as
issuer, and the Trustee.
Pursuant to the Forbearance
Agreement, the members of the Ad Hoc Noteholder Group have agreed, and have directed the Trustee, to forbear from exercising their rights
and remedies under the Indenture in connection with certain events of default under the Indenture, such as (i) failure to timely pay in full the principal of any Note when due and payable on March 15, 2023
(the “Maturity Date”), (ii) failure to pay any interest on any Note when due and payable, (iii) failure to convert any Notes,
(iv) default under any agreement with outstanding indebtedness for money borrowed in excess of $15,000,000 and (v) any other breach, default
or event of default under the Indenture arising from the failure of the Company to timely pay in full the principal of any Note when due
and payable on the Maturity Date. The Forbearance Agreement is effective for the period commencing on March 13,
2023 and ending on the earlier to occur of (a) 11:59 P.M. (Eastern Standard Time) on March 29, 2023, provided that this
date may be extended with the prior written consent of (i) the Company and (ii) a majority of the Counterparties, other than
the Trustee, calculated by holdings of the Notes, but may not be extended past 11:59 pm (Eastern Standard Time) on April 14, 2023
without the prior written consent of each Counterparty other than the Trustee; (b) the date of occurrence of a Forbearance Termination
Event (as defined below); or (c) the date a restructuring of the Company’s capital structure, including its obligations under
the Indenture, is consummated. Other holders of the Notes may join the Forbearance Agreement, and receive a fee equal to $5.00 per $1,000
principal amount of Notes held by such party, by executing and delivering a joinder to the Forbearance Agreement to the Company.
The Forbearance Termination
Event includes, among other things, the occurrence of an event of default under the Indenture other than one of the anticipated defaults
provided in the Forbearance Agreement.
The foregoing description of the Forbearance
Agreement is a summary only and is qualified in its entirety by reference to the complete text of the Forbearance Agreement, a copy of
which is attached as Exhibit 10.1 hereto and incorporated herein by reference.