Item 1.01 Entry into a Material Definitive Agreement.
Eleventh Amendment to Loan and Security Agreement
On December 31, 2021, Regulus Therapeutics Inc. (the "Company") entered into an
eleventh amendment to its Loan and Security Agreement (the "Eleventh Amendment")
with Oxford Finance LLC, as the collateral agent and a lender (the "Lender"),
dated June 17, 2016, as amended, pursuant to which the Lender lent the Company
$20.0 million in a term loan ("Term Loan").
Under the terms of the Eleventh Amendment, the Company's required monthly
payments to the Lender are to be comprised of interest only through and
including (i) December 1, 2022, if the 2022 Equity Event (as defined below) does
not occur or (ii) December 1, 2023 if the 2022 Equity Event occurs. The "2022
Equity Event" means the receipt by the Company, during the calendar year 2022,
of unrestricted net cash proceeds of at least $20.0 million from the sale and
issuance of its equity securities. In addition, the maturity date for the Term
Loan was extended to May 1, 2024.
If the 2022 Equity Event does not occur, then commencing on January 1, 2023 and
continuing on each successive payment date thereafter through and including the
maturity date of May 1, 2024, the Company will be required to make consecutive
equal monthly payments of principal, together with applicable interest, in
arrears, to the Lender.
If the 2022 Equity Event does occur, then commencing on January 1, 2024 and
continuing on each successive payment date thereafter through and including the
maturity date of May 1, 2024, the Company will be required to make consecutive
equal monthly payments of principal, together with applicable interest, in
arrears, to the Lender.
The Eleventh Amendment also provides that the Company is required to maintain
cash in a collateral account controlled by the Lender of $5.0 million. As
consideration for the Lender's entry into the Eleventh Amendment, the Company
made a payment of $291,000 to the Lender.
The foregoing summary is qualified in its entirety by the full text of the
Eleventh Amendment, a copy of which is filed as Exhibit 10.1 to this report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 Eleventh Amendment to Loan and Security Agreement, dated December 31,
2021, by and between the Company and Oxford Finance LLC.
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded
within the inline XBRL document)
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