Exhibit 10.1
ELEVENTH AMENDMENT TO THE LOAN AND SECURITY AGREEMENT
THIS ELEVENTH AMENDMENT TO THE LOAN AND SECURITY AGREEMENT (this “Amendment”) is made effective as of December 31, 2021 (the “Amendment Date”) by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 115 South Union Street, Suite 300, Alexandria, VA 22314 (in its individual capacity, “Oxford”; and in its capacity as Collateral Agent, “Collateral Agent”), the Lenders listed on Schedule 1.1 of the Loan Agreement (as defined below) from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”) and REGULUS THERAPEUTICS INC., a Delaware corporation with offices located at 4224 Campus Point Court, Suite 210, San Diego, CA 92121 (“Borrower”).
WHEREAS, Collateral Agent, Borrower and Lenders party thereto from time to time have entered into that certain Loan and Security Agreement, dated as of June 17, 2016 (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”), pursuant to which Lenders have provided to Borrower certain loans in accordance with the terms and conditions thereof; and
WHEREAS, Borrower, Lenders and Collateral Agent desire to amend certain provisions of the Loan Agreement as provided herein and subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the promises, covenants and agreements contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Borrower, Lenders and Collateral Agent hereby agree as follows:
| | 1. | Capitalized terms used herein but not otherwise defined shall have the respective meanings given to them in the Loan Agreement |
| | 2. | Section 13.1 of the Loan Agreement is hereby amended by amending and restating the following definitions therein as follows: |
“Second Amortization Date” is (i) January 1, 2023, if the 2022 Equity Event does not occur and (ii) January 1, 2024, if the 2022 Equity Event occurs.
“Maturity Date” is May 1, 2024.
“Minimum Cash Balance” is Five Million Dollars ($5,000,000.00).
| | 3. | Section 13.1 of the Loan Agreement is hereby further amended by adding the following definition therein in alphabetical order: |
“2022 Equity Event” is the receipt by Borrower, during the calendar year 2022, of unrestricted net cash proceeds of at least Twenty Million Dollars ($20,000,000.00) from the sale and issuance of its equity securities.
| | 4. | The Amortization Table attached to the Disbursement Letter dated as of the Effective Date is amended and restated as set forth on the Amortization Table attached as Exhibit A hereto effective upon the occurrence of the Principal Paydown Event. |
| | 5. | Limitation of Amendment. |
| | a. | The amendments set forth above are effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right, remedy or obligation which Lenders or Borrower may now have or may have in the future under or in connection with any Loan Document, as amended hereby. |
