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.
