Celcuity Inc. 10-Q

ITEM 1. Financial Statements Celcuity Inc. Condensed Balance Sheets March 31, 2021 December 31, 2020 (unaudited) Assets Current Assets: Cash and cash equivalents $ 34,936,902 $ 11,637,911 Deposits 22,009 22,009 Deferred transaction costs 13,719 - Payroll tax receivable 190,000 190,000 Prepaid assets 551,345 317,040 Total current assets 35,713,975 12,166,960 Property and equipment, net 466,484 558,876 Operating lease right-of-use assets 186,602 230,911 Total Assets $ 36,367,061 $ 12,956,747 Liabilities and Stockholders' Equity: Current Liabilities: Accounts payable $ 318,213 $ 217,377 Finance lease liabilities 5,819 5,810 Operating lease liabilities 185,656 187,518 Accrued expenses 660,849 774,612 Total current liabilities 1,170,537 1,185,317 Finance lease liabilities 6,841 8,299 Operating lease liabilities 15,139 60,861 Total Liabilities 1,192,517 1,254,477 Stockholders' Equity: Preferred stock, $ 0.001 par value: 2,500,000 shares authorized; 0 shares issued and outstanding as of March 31, 2021 and December 31, 2020 - - Common stock, $ 0.001 par value: 25,000,000 shares authorized; 12,287,896 and 10,299,822 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively 12,288 10,300 Additional paid-in capital 64,275,505 38,013,551 Accumulated deficit ( 29,113,249 ) ( 26,321,581 ) Total Stockholders' Equity 35,174,544 11,702,270 Total Liabilities and Stockholders' Equity $ 36,367,061 $ 12,956,747 See accompanying notes to the financial statements 3 Table of Contents Celcuity Inc. Condensed Statements of Operations (unaudited) Three Months Ended March 31, 2021 2020 Operating expenses: Research and development $ 2,236,342 $ 1,847,414 General and administrative 555,428 463,399 Total operating expenses 2,791,770 2,310,813 Loss from operations ( 2,791,770 ) ( 2,310,813 ) Other income (expense) Interest expense ( 24 ) ( 33 ) Interest income 388 63,851 Loss on sale of fixed assets ( 263 ) - Other income, net 101 63,818 Net loss before income taxes ( 2,791,668 ) ( 2,246,995 ) Income tax benefits - - Net loss $ ( 2,791,668 ) $ ( 2,246,995 ) Net loss per share, basic and diluted $ ( 0.25 ) $ ( 0.22 ) Weighted average common shares outstanding, basic and diluted 11,072,097 10,253,988 See accompanying notes to the financial statements 4 Table of Contents Celcuity Inc. Condensed Statements of Changes in Stockholders' Equity Three Months Ended March 31, 2021 Common Stock Additional Paid-In Accumulated Shares Amount Capital Deficit Total Balance at December 31, 2020 10,299,822 $ 10,300 $ 38,013,551 $ ( 26,321,581 ) $ 11,702,270 Stock-based compensation - - 449,098 - 449,098 Exercise of common stock warrants 1,185 1 11,256 - 11,257 Exercise of common stock options, net of shares withheld for exercise price 12,707 13 ( 13 ) - - Issuance of common stock upon closing of follow-on offering, net of underwriting discounts and offering costs 1,971,100 1,971 25,766,522 - 25,768,493 Issuance of common stock in an at-the-market ("ATM") offering 3,082 3 38,959 - 38,962 Issuance costs associated with ATM offering - - ( 3,868 ) - ( 3,868 ) Net loss - - - ( 2,791,668 ) ( 2,791,668 ) Balance at March 31, 2021 (unaudited) 12,287,896 $ 12,288 $ 64,275,505 $ ( 29,113,249 ) $ 35,174,544 See accompanying notes to the financial statements 5 Table of Contents Celcuity Inc. Condensed Statements of Changes in Stockholders' Equity Three Months Ended March 31, 2020 Common Stock Additional Paid-In Accumulated Shares Amount Capital Deficit Total Balance at December 31, 2019 10,253,988 $ 10,254 $ 36,134,723 $ ( 16,847,406 ) $ 19,297,571 Stock-based compensation - - 464,649 - 464,649 Net loss - - - ( 2,246,995 ) ( 2,246,995 ) Balance at March 31, 2020 (unaudited) 10,253,988 $ 10,254 $ 36,599,372 $ ( 19,094,401 ) $ 17,515,225 See accompanying notes to the financial statements 6 Table of Contents Celcuity Inc. Condensed Statements of Cash Flows (unaudited) Three Months Ended March 31, 2021 2020 Cash flows from operating activities: Net loss $ ( 2,791,668 ) $ ( 2,246,995 ) Adjustments to reconcile net loss to net cash used for operations: Depreciation 98,222 94,792 Stock-based compensation 449,098 464,649 Loss on sale of fixed assets 263 - Changes in operating assets and liabilities: Prepaid assets and deposits ( 234,305 ) ( 62,651 ) Accounts payable 73,924 ( 92,197 ) Accrued expenses ( 113,763 ) 30,143 Non-cash operating lease, net ( 3,276 ) ( 21,342 ) Net cash used for operating activities ( 2,521,505 ) ( 1,833,601 ) Cash flows from investing activities: Purchases of property and equipment ( 30,925 ) ( 45,604 ) Proceeds from sale of property and equipment 500 - Net cash used for investing activities ( 30,425 ) ( 45,604 ) Cash flows from financing activities: Proceeds from exercise of common stock warrants 11,257 - Proceeds from follow-on offering, net of underwriting discounts and offering costs 25,814,167 - Gross proceeds from an ATM offering 38,962 - Payments for secondary registration statement costs ( 12,016 ) - Payments for finance leases ( 1,449 ) ( 1,438 ) Net cash provided by (used for) financing activities 25,850,921 ( 1,438 ) Net change in cash and cash equivalents 23,298,991 ( 1,880,643 ) Cash and cash equivalents: Beginning of period 11,637,911 18,735,002 End of period $ 34,936,902 $ 16,854,359 Supplemental disclosures of non-cash investing and financing activities: Property and equipment included in accounts payable $ - $ 14,101 Offering and registration statement costs included in accounts payable $ 51,245 $ 6,127 See accompanying notes to the financial statements 7 Table of Contents CELCUITY INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (unaudited) (For the Three Months Ended March 31, 2021 and 2020) 1. Organization Nature of Business Celcuity Inc., a Delaware corporation (the “Company”), is a clinical-stage biotechnology company seeking to extend the lives of cancer patients by pursuing an integrated companion diagnostic (CDx) and therapeutic (Rx) strategy. Our CELsignia companion diagnostic platform is uniquely able to analyze live patient tumor cells to identify new groups of cancer patients likely to benefit from targeted therapies. This enables a CELsignia CDx to support advancement of new indications for already approved targeted therapies. Our therapeutic efforts are focused on in-licensing and developing molecularly targeted therapies that address the same cancer driver our companion diagnostics can identify. By pursuing an integrated companion diagnostic and therapeutic strategy, we believe we are uniquely positioned to achieve our goal of helping cancer patients receive the therapeutic best suited to treat their cancer driver. The Company was co-founded in 2012 by Brian F. Sullivan and Dr. Lance G. Laing and is based in Minnesota. The Company has not generated any revenues to date. 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited financial statements include the accounts of the Company and have been prepared in accordance with Article 10 of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, as permitted by Article 10, the unaudited financial statements do not include all of the information required by accounting principles generally accepted in the United States (“U.S. GAAP”). The balance sheet at December 31, 2020 was derived from the audited financial statements at that date and does not include all the disclosures required by U.S. GAAP. In the opinion of management, all adjustments which are of a normal recurring nature and necessary for a fair presentation have been reflected in the financial statements. These unaudited condensed financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2020 and the related footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected during the remainder of the current year or for any future period. Follow-on Offering On February 26, 2021, the Company completed a follow-on offering whereby it sold 1,971,100 shares of common stock (including 257,100 shares of common stock in connection with the full exercise of the underwriters’ option to purchase additional shares) at a public offering price of $ 14.00 per share. The aggregate gross proceeds from the sale of shares in the follow-on offering, including the sale of shares pursuant to the full exercise of the underwriters’ option to purchase additional shares, was approximately $ 27.6 million before deducting underwriting discounts of approximately $ 1.6 million and offering expenses of approximately $ 0.2 million. Accounting Estimates Management uses estimates and assumptions in preparing these unaudited condensed financial statements in accordance with U.S. GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ from those estimates and the difference could be material. Significant items subject to such estimates and assumptions include the valuation of stock-based compensation and prepaid or accrued clinical trial costs. Risks and Uncertainties The Company is subject to risks common to companies in the development stage including, but not limited to, dependency on the clinical and commercial success of its diagnostic tests, ability to obtain regulatory approval of its diagnostic tests, the clinical and commercial success of its initial drug product, gedatolisib, the need for substantial additional financing to achieve its goals, uncertainty of broad adoption of its approved products, if any, by physicians and consumers, and significant competition. Clinical Trial Costs The Company records prepaid assets or accrued expenses for prepaid or estimated clinical trial costs conducted by third-party service providers, which includes the conduct of preclinical studies and clinical trials. These costs can be a significant component of the Company’s research and development expenses. The Company accrues for these costs based on factors such as estimates of the work completed and in accordance with service agreements with its third-party service providers. The Company makes significant judgments and estimates in determining the accrued liabilities balance in each reporting period. As actual costs become known, the Company adjusts its prepaid assets or accrued expenses. The Company has not experienced any material differences between accrued costs and actual costs incurred. However, the status and timing of actual services performed, number of patients enrolled, and the rate of patient enrollments may vary from the Company’s estimates, resulting in an adjustment to expense in future periods. Changes in these estimates that result in material changes to the Company’s prepaid assets or accrued expenses could materially affect the Company’s results of operations. 8 Table of Contents Application of New or Revised Accounting Standards Pursuant to the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), a company constituting an “emerging growth company” is, among other things, entitled to rely upon certain reduced reporting requirements. The Company is an emerging growth company but has irrevocably elected not to take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards. As a result, the Company will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for public companies that are not emerging growth companies. 3. Net Loss Per Common Share Basic and diluted net loss per common share is determined by dividing net loss attributable to common stockholders by the weighted-average common shares outstanding during the period. For all periods presented, the common shares underlying the options and warrants have been excluded from the calculation because their effect would be anti-dilutive. Therefore, the weighted-average shares outstanding used to calculate both basic and diluted loss per common share are the same. For the three months ended March 31, 2021 and 2020, potentially dilutive securities excluded from the computations of diluted weighted-average shares outstanding were options to purchase 855,072 and 630,889 shares of common stock, respectively, warrants to purchase 352,400 and 353,585 shares of common stock, respectively, and 15,686 and 0 shares of restricted common stock, respectively. 4. Commitments Operating and Finance Leases The Company leases its corporate space in Minneapolis, Minnesota. In September 2017, the Company entered into a non-cancelable operating lease agreement for building space. The new lease commenced, and the Company moved to the facility in May 2018, in conjunction with the termination of its then existing lease. Rent expense is recorded on a straight-line basis over the lease term. In July 2020 the Company signed an amendment to extend this lease through April 30, 2022. The lease amendment provides for monthly rent, real estate taxes and operating expenses. As a result of the lease amendment, the Company recorded an incremental $ 197,211 in the operating right-of-use (“ROU”) asset and lease liability. The lease agreement, as amended, includes the option to extend the term for one additional year. The option to extend is at the Company’s discretion and because the Company has not determined if the option to extend will be exercised, the extended lease term is not included in the ROU assets and lease liabilities. The Company regularly evaluates the renewal options and when it is reasonably certain of exercise, the Company will include the renewal period in its lease term. In May 2018, the Company entered into a non-cancelable finance lease agreement for office equipment with a five-year term. The underlying assets are included in furniture and equipment. The lease contains a bargain purchase option at the end of the lease. When an implicit rate is not provided, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payments. Supplemental balance sheet information consisted of the following at March 31, 2021: Operating Lease Right-of-use assets $ 186,602 Operating lease liability $ 200,795 Less: short term portion ( 185,656 ) Long term portion $ 15,139 Finance Lease Furniture and equipment $ 28,932 Less: Accumulated depreciation ( 16,395 ) Net book value of property and equipment under finance lease $ 12,537 Finance lease liability $ 12,660 Less: short term portion ( 5,819 ) Long term portion $ 6,841 9 Table of Contents Maturity analysis under lease agreements consisted of the following as of March 31, 2021: Operating Leases Finance Leases 2021 $ 146,116 $ 5,441 2022 64,940 7,255 2023 - 3,023 Total minimum lease payments 211,056 15,719 Less: Present value discount ( 10,261 ) ( 99 ) Less: Amount representing services - ( 2,960 ) Present value of net minimum lease payments $ 200,795 $ 12,660 Weighted Average Remaining Lease Term Discount Rate Operating lease 1.1 years 4.0 % Finance lease 2.1 years 1.0 % Lease costs for the period ended March 31, 2021: Three-month Period Operating lease cost $ 45,430 Finance lease cost: Amortization 1,447 Interest 24 Variable lease cost 19,869 $ 66,770 Supplemental cash flow information related to leases for the period ended March 31, 2021: Three-month Period Cash paid for amounts included in operating and finance leases: Operating cash outflow from operating leases $ 68,574 Operating cash outflow from finance leases 24 Financing cash outflow from finance leases 1,449 $ 70,047 Clinical Research Studies In May 2017, the Company entered into an agreement with a clinical research organization to conduct a clinical research study. The Company made payments of approximately $ 275,000 and $ 100,000 in 2021 and 2020, respectively, and $ 600,000 prior to 2020. Additional payments will be due as certain milestones are met and clinical sites are added. The maximum amount of these additional payments is estimated to be approximately $ 2,340,000 over the course of the agreement. In October 2018, the Company entered into an agreement with a biopharmaceutical company and a cancer research center to conduct a clinical research study. The Company made payments of approximately $ 70,000 prior to 2020. Additional payments of approximately $ 112,000 will be due as certain milestones are met. 10 Table of Contents In December 2020, the Company entered into an agreement with a biopharmaceutical company and a cancer research center to conduct a clinical research study. The Company made zero payments in 2021 and 2020. Future payments of approximately $ 740,000 will be due as certain milestones are met. In January 2021, the Company entered into an agreement with a biopharmaceutical company and a cancer research center to conduct a clinical research study. The Company made zero payments in 2021. Future payments of approximately $ 1,210,600 will be due as certain milestones are met. In March 2021, the Company entered into an agreement with two biopharmaceutical companies and a cancer research center to conduct a clinical research study. The Company made zero payments in 2021. Future payments of approximately $ 1,548,000 will be due as certain milestones are met. 5. Stockholders’ Equity On February 26, 2021, the Company completed a follow-on offering whereby it sold 1,971,100 shares of common stock (including 257,100 shares of common stock in connection with the full exercise of the underwriters’ option to purchase additional shares) at a public offering price of $ 14.00 per share. The aggregate gross proceeds from the sale of shares in the follow-on offering, including the sale of shares pursuant to the full exercise of the underwriters’ option to purchase additional shares, was approximately $ 27.6 million before deducting underwriting discounts of approximately $ 1.6 million and offering expenses of approximately $ 0.2 million. On June 5, 2020, the Company entered into an At Market Issuance Sales Agreement (the “ATM Agreement”) with B. Riley FBR, Inc. (the “Agent”). Pursuant to the ATM Agreement, the Company was able to offer and sell from time to time, at its option, shares of common stock having an aggregate offering price of up to $ 10,000,000 , par value $ 0.001 per share (the “Placement Shares”), through the Agent. The Placement Shares were registered under the Securities Act of 1933, as amended, pursuant to the Registration Statement on Form S-3 (File No. 333-227466), which was originally filed with the SEC on September 21, 2018 and declared effective by the SEC on October 4, 2018, the base prospectus contained within the Registration Statement, and a prospectus supplement that was filed on June 5, 2020. Sales of the Company’s common stock, if any, under this prospectus supplement were able to be made by any method deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. During the three months ended March 31, 2021, the Company sold 3,082 shares of common stock pursuant to the ATM Agreement, at an average selling price of $ 12.64 per share. On February 23, 2021, in conjunction with the Company’s follow-on offering, the ATM Agreement was terminated. 6. Stock-Based Compensation The following table summarizes the activity for all stock options outstanding for the three months ended March 31: 2021 2020 Shares Weighted Average Exercise Price Shares Weighted Average Exercise Price Options outstanding at beginning of year 849,949 $ 9.33 585,215 $ 14.37 Granted 38,391 15.20 57,500 10.17 Exercised 29,997 8.00 - - Forfeited ( 3,271 ) 7.62 ( 11,826 ) 10.60 Balance at March 31 855,072 $ 9.65 630,889 $ 14.06 Options exercisable at March 31: 406,332 $ 10.37 274,267 $ 9.65 Weighted Average Grant Date Fair Value for options granted during the period: $ 10.07 $ 6.59 11 Table of Contents The following table summarizes additional information about stock options outstanding and exercisable at March 31, 2021: Options Outstanding Options Exercisable Options Outstanding Weighted Average Remaining Contractual Life Weighted Average Exercise Price Aggregate Intrinsic Value Options Exercisable Weighted Average Exercise Price Aggregate Intrinsic Value 855,072 7.81 $ 9.65 $ 5,179,019 406,332 $ 10.37 $ 2,325,179 The Company recognized stock-based compensation expense for stock options of $ 418,192 and $ 450,664 for the three months ended March 31, 2021 and 2020, respectively. In May 2020, the Company modified the exercise price on 203,750 stock option awards to $ 5.10 , the closing market price on the Nasdaq Capital Market on May 14, 2020. No director or officer awards were modified. The effect on stock-based compensation was $ 13,449 and $ 0 for the three months ended March 31, 2021 and 2020, respectively. The effect on stock-based compensation over the remaining service period will be approximately $ 122,000 . The Black-Scholes option-pricing model was used to estimate the fair value of equity-based awards with the following weighted-average assumptions for the three months ended March 31: 2021 2020 Risk-free interest rate 0.63 % - 1.12 % 1.35 % - 1.66 % Expected volatility 76.6 % 73.3 % Expected life (years) 5.0 to 6.07 5.5 to 6.1 Expected dividend yield 0 % 0 % The inputs for the Black-Scholes valuation model require management’s significant assumptions. Prior to the Company’s initial public offering, the price per share of common stock was determined by the Company’s board based on recent prices of common stock sold in private offerings. Subsequent to the initial public offering, the price per share of common stock is determined by using the closing market price on the Nasdaq Capital Market on the grant date. The risk-free interest rates are based on the rate for U.S. Treasury securities at the date of grant with maturity dates approximately equal to the expected life at the grant date. The expected life is based on the simplified method in accordance with the SEC Staff Accounting Bulletin Nos. 107 and 110. The expected volatility is estimated based on historical volatility information of peer companies that are publicly available in combination with the Company’s calculated volatility since being publicly traded. All assumptions used to calculate the grant date fair value of non-employee options are generally consistent with the assumptions used for options granted to employees. In the event the Company terminates any of its consulting agreements, the unvested options issued in connection with the agreements would also be cancelled. No restricted stock awards were granted during the three months ended March 31, 2021 and 2020. The Company had 15,686 and 0 shares of restricted stock outstanding as of March 31, 2021 and 2020, respectively, and 0 shares of restricted stock vested during the three months ended March 31, 2021 or 2020. The Company recognized stock-based compensation expense for restricted stock of $ 20,456 and $ 0 for the three months ended March 31, 2021 and 2020, respectively. The Company initially reserved a maximum of 750,000 shares of common stock for issuance under the 2017 Amended and Restated Stock Incentive Plan (the “2017 Plan”). The number of shares reserved for issuance was automatically increased by 102,540 shares on January 1, 2020 and by 102,998 shares on January 1, 2021 and will increase automatically on January 1 of each of 2022 through 2027 by the number of shares equal to 1.0% of the aggregate number of outstanding shares of Company common stock as of the immediately preceding December 31. However, the Company’s board may reduce the amount of the increase in any particular year. The total remaining shares available for grant under the Company’s 2017 Plan as of March 31, 2021 was 266,800 . Total unrecognized compensation cost related to stock options and restricted stock is estimated to be recognized as follows: 2021 $ 1,032,220 2022 1,147,153 2023 789,853 2024 291,273 2025 11,616 Total estimated compensation cost to be recognized $ 3,272,115 12 Table of Contents The Company recognized stock-based compensation expense related to its employee stock purchase plan of $ 10,450 and $ 13,985 for the three months ended March 31, 2021 and 2020, respectively. The Company initially reserved a total of 100,000 shares for issuance under the employee stock purchase plan. The number of shares reserved for issuance was automatically increased by 51,270 shares on January 1, 2020 and 51,499 shares on January 1, 2021 and will increase automatically on each subsequent January 1 by the number of shares equal to 0.5% of the total outstanding number of shares of Company common stock as of the immediately preceding December 31. However, the Company’s board may reduce the amount of the increase in any particular year. The total remaining shares available for issuance under the employee stock purchase plan as of March 31, 2021 was 163,710 . The Company recognized total stock-based compensation expense as follows for the three months ended March 31: Three Months Ended 2021 2020 Stock-based compensation expense in operating expenses: Research and development $ 255,181 $ 293,116 General and administrative 193,917 171,533 Total $ 449,098 $ 464,649 7. Subsequent Events On April 8, 2021, the Company entered into a license agreement (the “License Agreement”) with Pfizer, Inc. (“Pfizer”), pursuant to which the Company acquired exclusive (including as to Pfizer) worldwide sublicensable rights to research, develop, manufacture, and commercialize gedatolisib, a potent, well-tolerated, reversible dual inhibitor that targets PI3K and mTOR, for the treatment, diagnosis and prevention of all diseases. Pursuant to the License Agreement, the Company is obligated to use commercially reasonable efforts to develop and seek regulatory approval for at least one product in the United States and if regulatory approval is obtained, to commercialize such product in the United States and at least one international major market. The Company paid Pfizer a $ 5.0 million upfront fee upon execution of the License Agreement and, pursuant to an Equity Grant Agreement, issued to Pfizer $ 5.0 million of shares of the Company’s common stock. The number of shares issued was 349,406 and was calculated by dividing $5.0 million by $ 14.31 , the closing price of a share of the Company’s common stock on the Nasdaq Capital Market on April 8, 2021. The Company is also required to make milestone payments to Pfizer upon achievement of certain development and commercial milestone events, up to an aggregate of $330.0 million . Additionally, the Company will pay Pfizer tiered royalties on sales of gedatolisib at percentages ranging from the low to mid-teens, which may be subject to deductions for expiration of valid claims, amounts due under third-party licenses and generic competition. Unless earlier terminated, the License Agreement will expire upon the expiration of all royalty obligations. The royalty period will expire on a country-by-country basis upon the later of (a) 12 years following the date of first commercial sale of such product in such country, (b) the expiration of all regulatory or data exclusivity in such country for such product or (c) the date upon which the manufacture, use, sale, offer for sale or importation of such product in such country would no longer infringe, but for the license granted in the License Agreement, a valid claim of a licensed patent right. The Company has the right to terminate the License Agreement for convenience upon 90 days’ prior written notice. Pfizer may not terminate the agreement for convenience. Either the Company or Pfizer may terminate the License Agreement if the other party is in material breach and such breach is not cured within the specified cure period. In addition, either the Company or Pfizer may terminate the License Agreement in the event of specified insolvency events involving the other party. Also, on April 8, 2021, the Company entered into a loan and security agreement (the “Loan Agreement”) with Innovatus Life Sciences Lending Fund I, LP, a Delaware limited partnership (“Innovatus”), as collateral agent and the Lenders listed on Schedule 1.1 thereto, pursuant to which Innovatus, as a Lender, has agreed to make certain term loans to the Company in the aggregate principal amount of up to $ 25.0 million (the “Term Loans”). Funding of the first $ 15.0 million tranche occurred on April 8, 2021. The Company will be eligible to draw on a second tranche of $ 5.0 million upon achievement of certain milestones, including meeting the primary end points of either the FACT-1 or FACT-2 clinical trials and receipt of unrestricted net cash proceeds of at least $ 50.0 million from the issuance and sale of the Company’s equity securities. The Company will be eligible to draw on a third tranche of $ 5.0 million upon the achievement of certain additional milestones, including commencement of certain Phase 3 clinical trials and the receipt of unrestricted net cash proceeds of at least $ 75.0 million from the issuance and sale of the Company’s equity securities. Innovatus has the right, at its election, after June 1, 2021 and until the third anniversary of the Loan Agreement, to convert up to 20% of the outstanding principal amount of all Terms Loans made under the Loan Agreement into shares of the Company’s common stock at a price per share equal to the volume weighted average closing price of the Company’s stock for the 5-trading day period ending on the last trading day immediately preceding the execution of the Loan Agreement (the “Conversion Right”). 13 Table of Contents The Company is entitled to make interest-only payments for thirty-six months, or up to forty-eight months if certain conditions are met. The Term Loans will mature on the fifth anniversary of the initial funding date and will bear interest at a rate equal to sum of (a) the greater of (i) Prime Rate (as defined in the Loan Agreement) or (ii) 3.25%, plus (b) 5.70%. Additionally, the Company elected to make 2.7% of the interest rate as payable in-kind, which shall accrue as principal monthly. Other fees include a 1.0% facility fee on the funded loan amount, paid at closing and a final fee of 4.5% of the funded loan amount due at the maturity date or earlier if the Company prepays the loan. The Company has the option to prepay the loan at any time following the first anniversary of the loan closing, with tiered prepayment fees ranging from 0 – 2% based on when the prepayment would occur . The Loan Agreement is secured by all assets of the Company. Proceeds will be used for working capital purposes and to fund the Company’s general business requirements. The Loan Agreement contains customary representations and warranties and covenants, subject to customary carve outs, and includes financial covenants related to liquidity and trailing twelve months revenue. In connection with each funding of the Term Loans, the Company is required to issue to Innovatus a warrant (the “Warrants”) to purchase a number of shares of the Company’s common stock equal to 2.5% of the principal amount of the relevant Term Loan funded divided by the exercise price, which will be based on the lower of (i) the volume weighted average closing price of the Company’s stock for the 5-trading day period ending on the last trading day immediately preceding the execution of the Loan Agreement or (ii) the closing price on the last trading day immediately preceding the execution of the Loan Agreement. For the second and third tranches only the exercise price will be based on the lower of (i) the exercise price for the first tranche or (ii) the volume weighted average closing price of the Company’s stock for the 5-trading day period ending on the last trading day immediately preceding the relevant Term Loan funding. The Warrants may be exercised on a cashless basis and are exercisable through the 10 th anniversary of the applicable funding date. The number of shares of common stock for which each Warrant is exercisable and the associated exercise price are subject to certain proportional adjustments as set forth in such Warrant. 14 Table of Contents