Exhibit 10.1
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT
This Second Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of April 5, 2023, by and among TRACON PHARMACEUTICALS, INC., a Delaware corporation (“Borrower Representative”), and each other Person party to the Loan Agreement (as defined below) as a borrower from time to time (individually and collectively, jointly and severally, “Borrower”), the lenders from time to time party to the Loan Agreement (collectively, “Lenders”, and each, a “Lender”), and RUNWAY GROWTH FINANCE CORP., as administrative agent and collateral agent for Lenders (in such capacity, “Agent”).
RECITALS
Borrower, Agent and the Lenders are parties to that certain Loan and Security Agreement dated as of September 2, 2022 (as amended, restated, supplemented or otherwise modified from time to time, including by that certain First Amendment to Loan and Security Agreement dated as of December 22, 2022, the “Loan Agreement”). The parties desire to amend the Loan Agreement in accordance with the terms of this Amendment.
NOW, THEREFORE, the parties agree that the Loan Agreement shall be modified as set forth below, with effect from March 31, 2023:
“(i) Subject to the terms and conditions of this Agreement, on the Closing Date the Lenders, severally and not jointly, made term loans, in a single disbursement, to Borrower in an aggregate amount of Ten Million Dollars ($10,000,000) according to each Lender’s Term A Loan Commitment as set forth on Schedule 1 hereto (such term loans are hereinafter referred to singly as a “Term A Loan”, and collectively as the “Term A Loans”). After the Repayment Event, subject to Borrower’s achievement of the New Equity Milestone and other terms and conditions of this Agreement, Lenders, in their sole and absolute discretion, severally and not jointly, may allow or deny Borrower’s request to re-borrow the Term A Loans during the New Term A Draw Period in a single disbursement, in an aggregate amount of Ten Million Dollars ($10,000,000) according to each Lender’s Term A Loan Commitment as set forth on Schedule 1 hereto. Other than as permitted explicitly in the foregoing sentence, once repaid no Term A Loan may be re‑borrowed.”
“Maturity Date” means April 15, 2023; provided however, if the Term A Loans are re-borrowed in accordance with Section 2.2(a)(i), on the Funding Date of such re-borrowed Term A Loans the Maturity Date shall automatically be extended to September 1, 2026.
“New Term A Draw Period” is the period commencing on the date of the occurrence of the New Equity Milestone and ending on the earlier of (i) April 15, 2023 and (ii) the occurrence and continuance of an Event of Default; provided, however, that the New Term A Draw Period shall not commence if on the date of the occurrence of the New Equity Milestone an Event of Default has occurred and is continuing.
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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date above written.
| BORROWER:
TRACON PHARMACEUTICALS, INC. |
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| By: /s/ Scott Brown |
| Name: Scott Brown |
| Title: Chief Financial Officer |
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AGENT AND LENDER
RUNWAY GROWTH FINANCE CORP.
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| By: /s/ Thomas Raterman |
| Name: Thomas Raterman |
| Title: Chief Financial Officer |
[Signature Page to Second Amendment to Loan and Security Loan Agreement]