Item 1.01. Entry into a Material Definitive Agreement.





On June 23, 2020, Precision BioSciences, Inc. and its wholly owned subsidiary,
Elo Life Systems, Inc. (collectively, the "Company"), as borrower, and Pacific
Western Bank ("Bank"), as lender, entered into the Third Amendment to Loan and
Security Agreement ("Amendment No. 3") to the loan and security agreement dated
as of May 15, 2019 (as amended by the First Amendment to Loan and Security
Amendment, effective September 18, 2019, and the Second Amendment to Loan and
Security Amendment, effective December 3, 2019, the "Original Agreement" and, as
amended by Amendment No. 3 (as defined below), the "Agreement")



The terms of Amendment No. 3 (a) decreases the aggregate principal amount of
advances on a revolving line of credit (the "Revolving Line") from $50.0 million
to $30.0 million and (b) extends the maturity date of the Revolving Line to June
23, 2022, provided that, if the Company receives aggregate cash proceeds of at
least $125.0 million from the issuance of the Company's equity securities and/or
upfront cash proceeds from strategic partnerships on terms and conditions
reasonably satisfactory to the Bank, the maturity date shall then instead be
June 23, 2023 (the "Revolving Maturity Date").



Under the terms of Amendment No. 3, the interest rate increased to a variable
annual rate equal to the greater of (a) 2.75% above the Prime Rate (as defined
in the Original Agreement), and (b) 6.00%.



Under the terms of Amendment No. 3, (a) the Company is no longer required to pay
a fee based on the unused portion of the Revolving Line; (b) the early
termination fee (the "Early Termination Fee"), which shall be payable if the
Agreement is terminated prior to the Revolving Maturity Date for any reason,
including Bank's election to terminate following the occurrence of an Event of
Default (as defined in the Original Agreement), is decreased to $600,000 and (c)
the Company is obligated to pay a final payment fee (the "Final Payment Fee") on
the soonest to occur of (i) the Revolving Maturity Date, (ii) the date that the
Company repays all advances and elects to terminate the Revolving Line, and
(iii) the date that the advances become due or the Bank elects to terminate the
Agreement in connection with the occurrence of an event of default, in an amount
equal to one percent (1.00%) of the maximum principal amount of the advances
outstanding at any time. Subject to the Early Termination Fee and the Final
Payment Fee, the Company may prepay any advances under the Revolving Line
without penalty or premium at any time.



Under the terms of Amendment No. 3, in the event of (a) any merger or
consolidation of the Company with or into another entity (except one in which
the holders of equity of the Company immediately prior to such merger or
consolidation continue to hold at least a majority of the voting power of the
equity interests of the surviving entity), (b) any sale of all or substantially
all of the assets of the Company and its subsidiaries taken as a whole (in one
or more related and contemporaneous transactions), or (c) closing of one or more
related and contemporaneous sales or issuances of the Company's equity or
Subordinated Debt (as defined in the Original Agreement) securities and/or
up-front cash proceeds from one or more strategic partnerships in which the
aggregate gross cash proceeds to the Company are at least $50.0 million, a
success fee will be due of $135,000 if paid on or before June 30, 2021 and
$275,000 if paid after June 30, 2021.



Under the terms of Amendment No. 3, the Company must also maintain an aggregate
balance of unrestricted cash at Bank (not including amounts in certain specified
accounts) equal to or greater than $10,000,000. Amendment No. 3 also provides
that the Company requirement to deliver an annual budget shall be complied with
as soon as available, but no later than the earlier of (i) 90 days after the end
of each fiscal year of (ii) 15 days following approval by Company's Board of
Directors.



The foregoing description of Amendment No. 3 does not purport to be complete and
is qualified in its entirety by reference to Amendment No. 3, a copy of which is
filed as Exhibit 10.1 to this Current Report on Form 8-K ("Form 8-K") and
incorporated herein by reference.

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 Form 8-K regarding the Company's
direct financial obligations under the Agreement is incorporated by reference
herein.

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Item 9.01.Financial Statements and Exhibits.







              (d)                              Exhibits

              Exhibit
                No.                                                                                                     Description

10.1†                                                                                                                     Third Amendment to the Loan and Security Agreement, dated June 23, 2020, among Precision BioSciences, Inc., Elo
                                                                                                                        Life Systems, Inc. and Pacific Western Bank.

†Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

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