Material Agreement Form 8 K

Item 1.01

Entry into a Material Definitive Agreement.

Sixth Amendment to Hercules Loan and Security Agreement

On July 10, 2024 (the "Closing Date"), Eloxx Pharmaceuticals, Inc. (the "Company") entered into the Sixth Amendment (the "Sixth Amendment") to the Loan and Security Agreement, dated as of September 30, 2021, by and among (i) Hercules Capital, Inc., a Maryland corporation ("Hercules"), in its capacity as administrative agent, and collateral agent, (ii) Hercules Capital IV, L.P., as a lender, (iii) Domicilium Fund III LP and its affiliate, SD MF 4 LLC, a Delaware limited liability company ("SD MF"), as lenders (together, "Domicilium"), (iv) the Company, as a borrower, (v) Zikani Therapeutics, Inc., a Delaware corporation and wholly-owned subsidiary of the Company, as a borrower (together with the Company, the "Borrower"), and (vi) Eloxx Pharmaceuticals Ltd., an Israeli company and wholly-owned subsidiary of the Company (as amended prior to the Sixth Amendment, the "Loan Agreement" and, as amended by the Sixth Amendment, the "Amended Loan Agreement"). Prior to the Sixth Amendment, the Fifth Amendment to the Loan Agreement (the "Fifth Amendment") bifurcated the outstanding principal of the Tranche 1 Advance under the Loan Agreement into a "Tranche 1A Advance" and a "Tranche 1B Advance." On the Closing Date, the Tranche 1B Advance was assigned to Domicilium and its affiliates.

The Sixth Amendment provides for additional borrowings in an aggregate amount of $3,175,000 (the "Tranche 2 Advance"), which was provided in multiple payments between July 5, 2024 and July 15, 2024. The Tranche 2 Advance principal and any accrued interest is to be repaid by the Company as described below pursuant to the Royalty and Revenue Sharing Agreement. Additionally, Domicilium provided the Borrower with a Bridge Loan Advance of $288,000 (the "Bridge Loan Advance") on May 31, 2024.

Optional Conversion of Tranche 1A Advance and Tranche 1B Advance. If a Qualified Financing (as defined in the Sixth Amendment) of at least $7.0 million occurs prior to April 1, 2025 (the "Term Loan Maturity Date"), each of the Tranche 1A Lenders and Tranche 1B Lenders (each as defined in the Sixth Amendment) shall have the option, to convert all or part of the debt relating to such advance into fully paid and nonassessable shares of the Company Stock issued in such Qualified Financing at the same price per share equal to the price per share paid by the other cash purchasers of the Company Stock sold in the Qualified Financing.

Mandatory Conversion of Bridge Loan Advance and Tranche 2 Advance. If a Qualified Financing occurs on or prior to the Term Loan Maturity Date, then the Mandatory Conversion Obligations (composed of all principal and interest accrued on the Bridge Loan Advance and Tranche 2 Advance, but excluding $100,000 of the Tranche 2 Advance) shall automatically convert into fully paid and nonassessable shares of the Company common stock issued in such Qualified Financing at the same price per share paid by the other cash purchasers in the Qualified Financing.

In connection with the Sixth Amendment, the reporting covenant to permit the Company to deliver its audited financial statements for the fiscal year ended December 31, 2023, was amended to be no later than November 29, 2024.

Amendment to Securities Purchase Agreement

On the Closing Date, the Securities Purchase Agreement, dated January 9, 2024, by and between the Company and SD MF, as Purchaser, was amended (the "Amended Purchase Agreement") to provide the Purchaser with certain anti-dilution rights in the event of a Qualifying Dilutive Issuance (as defined in the Amended Purchase Agreement) made by the Company within 15 months of the Closing Date.

Royalty and Revenue Sharing Agreement

On the Closing Date, as a condition of SD MF'S entry into the Sixth Amendment and in consideration of the Tranche 2 Advance, the Borrowers and Eloxx Pharmaceuticals, Ltd., a wholly owned subsidiary of the Company, entered into a Royalty and Revenue Sharing Agreement ("Royalty Agreement") with SD MF. Capitalized terms under this heading "Royalty and Revenue Sharing Agreement" not otherwise defined herein have the definitions ascribed to them in the Royalty Agreement.

Public link

Please use the above public link if you want to share this noodl on another website.