Item 1.01. Entry into a Material Definitive
Agreement.
On November 13, 2019, Eidos Therapeutics, Inc. (the
“Company”), as borrower, and Silicon Valley Bank (the “Bank”) and
Hercules Capital, Inc. (“Hercules” and together with Bank, the
“Lenders”), entered into a Loan and Security Agreement (the “Loan
Agreement”). Under the Loan Agreement, the Lenders will loan to the
Company up to $55,000,000 (the “Term Loan”).
The maturity date for the Term Loan is October 2, 2023 (the
“Maturity Date”). The interest rate for the Term Loan is a floating
per annum rate equal to greater of (a) 8.5% and (b) 3.25% above the
Wall Street Journal Prime Rate. The Loan Agreement requires the
Company to make monthly interest only payments until
November 1, 2021 and this interest only period may be extended
to May 2, 2022 upon meeting a clinical data milestone by
September 30, 2021.
The Company’s final payment on the Term Loan, due on the Maturity
Date, shall include all outstanding principal and accrued and
unpaid interest under the Term Loan, plus a final payment (the
“Final Payment”) equal to the original aggregate principal amount
of the Term Loan multiplied by 5.95%. Once repaid, amounts borrowed
under the Term Loan may not be reborrowed. The Company may prepay
the Term Loan, subject to paying the Prepayment Fee (described
hereafter) and the Final Payment. The “Prepayment Fee” is equal to
2.5% of the principal amount of the Term Loan prepaid if the
prepayment occurs on or prior to the one (1) year anniversary
of the effective date for the Term Loan, 1% of the principal amount
of the Term Loan prepaid if the prepayment occurs after such one
(1) year anniversary through and including the two
(2) year anniversary of the effective date for the Term Loan,
and 0.75% of the principal amount of the Term Loan prepaid if the
prepayment occurs after the two (2) year but prior to the
three (3) year anniversary of the effective date for the Term
Loan, and 0% thereafter.
The Loan Agreement requires the Company to pay an aggregate
non-refundable commitment
fee of $275,000 and reimburse certain Lenders’ expenses.
The Loan Agreement also requires the Company to make and maintain
certain financial covenants, representations and warranties and
other agreements that are customary in loan agreements of this
type. The Loan Agreement also contains customary events of default,
including non-payment of
principal or interest, violations of covenants, bankruptcy and
material judgments. The Company’s obligations to the Lenders are
secured by substantially all of the Company’s assets, excluding
intellectual property.
The Company intends to use any proceeds from the Term Loan for
general corporate purposes.
The foregoing description of the Term Loan is only a summary and is
qualified in its entirety by reference to the Loan Agreement, a
copy of which is filed as Exhibit 10.1 to this Current Report on
Form 8-K and is
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 provided in Item 1.01 of this Current Report on
Form 8-K is incorporated by
reference into this Item 2.03.
Item 8.01. Other Events.
On November 16, 2019, the Company issued a press release
titled, “BridgeBio and Eidos Present Data from Phase 2 Open Label
Extension Suggesting Long-term Tolerability of AG10 and
Stabilization of Transthyretin Amyloid Cardiomyopathy Disease
Measures” (the “Press Release”). A copy of the Press Release is
filed herewith as Exhibit 99.1 and is incorporated herein by
reference.
