Material Agreement Form 8 K

Item 1.01

Entry into a Material Definitive Agreement.

On September 30, 2024 (the "Closing Date"), 89bio, Inc. (the "Company") and certain of its subsidiaries party thereto, as co-borrowers(together with the Company, the "Borrowers"), entered into an amendment (the "Amendment") to the Loan and Security Agreement (the "Existing Loan Agreement"; as amended by the Amendment, the "Loan Agreement") with the lenders referred to therein (the "Lenders"), K2 HealthVentures LLC ("K2HV"), as administrative agent for the Lenders, and Ankura Trust Company, LLC, as collateral agent for the Lenders. The Amendment increases the principal amount of term loans available under the Loan Agreement to $150.0 million from $100.0 million (the "Term Loan") consisting of (i) a first tranche of $70.0 million, of which $35.0 million shall be funded at closing (including the refinancing of the existing $25.0 million loan) and of which an additional $35.0 million shall be available through June 30, 2025, (ii) a second tranche of $30.0 million to be funded upon the achievement of a certain time-based, clinical milestone, and (iii) a subsequent third tranche of up to $50.0 million upon the Company's request, subject to review by the Lenders of certain information from the Company and discretionary approval by the Lenders. The Term Loan matures on October 1, 2028.

The obligations of the Borrowers under the Loan Agreement are secured by certain assets of the Borrowers, including substantially all of the assets of the Company, excluding the Company's intellectual property.

The Term Loan bears a variable interest rate equal to the greater of (i) 8.95% and (ii) the sum of (a) the Prime Rate as reported in The Wall Street Journal plus(b) 1.75%. The Company may prepay, at its option, all, but not less than all, of the outstanding principal balance and all accrued and unpaid interest with respect to the principal balance being prepaid of the Term Loan, subject to a prepayment premium to which the Lenders are entitled and certain notice requirements.

The Lenders may elect at any time following the Closing Date and prior to the full repayment of the Term Loan to convert any portion of the principal amount of the term loans then outstanding, up to an aggregate of $5.0 million in principal amount, into shares of the Company's common stock (the "Conversion Shares"), at a conversion price equal to 130% of the lowest Trailing Three-DayVWAP (as defined in the Loan Agreement) for the period commencing August 23, 2024 through and including September 30, 2024, subject to certain beneficial ownership limitations. The right to convert up to an aggregate of $7.5 million in principal amount granted in connection with the original closing date of the Existing Loan Agreement remains outstanding.

The proceeds of borrowings under the Loan Agreement are expected to be used for working capital and general corporate requirements.

The Loan Agreement contains customary representations and warranties and affirmative and negative covenants.

The Loan Agreement contains customary events of default, including a change in control. Upon the occurrence and continuation of an event of default, all amounts due under the Loan Agreement become (in the case of a bankruptcy event), or may become (in the case of all other events of default and at the option of the administrative agent), immediately due and payable.

In addition, under the Loan Agreement, on the Closing Date, the Company issued to K2HV a warrant to purchase up to 406,951 shares of the Company's common stock (the "Warrant") with a warrant price of $7.3719 per share. The actual number of warrants that are vested are subject to amount of the debt drawn down.

The Loan Agreement and the Warrant each provide the Lenders with certain piggyback registration rights with respect to the Conversion Shares and the shares issuable upon exercise of the Warrant.

The foregoing description of the Warrant does not purport to be complete and is qualified in its entirety by reference to the complete text of the Warrant filed as Exhibit 4.1 attached hereto. The foregoing description of the Loan Agreement does not purport to be complete. A copy of the Loan Agreement will be filed with the Securities and Exchange Commission as an exhibit to the Company's Quarterly Report on Form 10-Q for the period ending September 30, 2024, and the above summary is qualified by reference to the terms of the Loan Agreement set forth in such exhibit.