Item 5. Other Information
Item 5. Other Information
Securities Trading Plans of Directors and Executive Officers
During the three months ended June 30, 2026 , no directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408 of Regulation S-K under the Securities Exchange Act of 1934, as amended.
Credit and Security Agreement
As previously disclosed in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, on May 5, 2026, the Company entered into a Credit and Security Agreement with MidCap Financial Trust providing for a revolving credit facility with an initial maximum borrowing capacity of $40.0 million, with an option to increase the facility to $60.0 million, subject to customary conditions, and simultaneously terminated its prior term loan credit facility. Availability under the revolving credit facility is subject to a borrowing base based primarily on eligible accounts receivable and inventory. The revolving credit facility has a five-year term and bears interest at a rate equal to one-month SOFR, subject to a 2.00% floor, plus an applicable margin of 4.00%. The obligations under the revolving credit facility are secured by a first-priority security interest in substantially all of the Company's assets, including our intellectual property. The revolving credit facility includes customary fees, including an unused commitment fee, administrative fee and prepayment premiums during the initial period. The revolving credit facility contains customary covenants that, among other things, require the Company to deliver financial reports at specified times and maintain minimum liquidity and trailing twelve month product revenue. The minimum product revenue covenant is tested only during periods when the liquidity falls below specified thresholds. All unpaid principal and accrued interest is due and payable in full no later than May 31, 2031. The Company made an initial draw of $8.0 million on May 5, 2026 and an additional draw of $32.0 million on June 29, 2026. The foregoing description of the Credit and Security Agreement is not intended to be complete and is qualified in its entirety by reference to the Credit and Security Agreement, a copy of which is filed as Exhibit 10.4 to this quarterly report on Form 10-Q.
Item 6. Exhibits
The exhibits listed on the accompanying index to exhibits are filed or incorporated by reference (as stated therein) as part of this Quarterly Report on Form 10-Q.
Exhibit
Number Description of Document
3.1 Amended and Restated Certificate of Incorporation (filed as an exhibit to Rigel’s Current Report on Form 8-K, dated June 24, 2003 and incorporated herein by reference).
3.2 Amended and Restated Bylaws (filed as an exhibit to Rigel’s Current Report on Form 8-K, dated November 3, 2022 and incorporated herein by reference).
3.3 Certificate of Amendment to the Amended and Restated Certificate of Incorporation (filed as an exhibit to Rigel’s Current Report on Form 8-K, dated May 29, 2012 and incorporated herein by reference).
3.4 Certificate of Amendment to the Amended and Restated Certificate of Incorporation (filed as an exhibit to Rigel’s Current Report on Form 8-K, dated May 18, 2018 and incorporated herein by reference).
3.5 Certificate of Amendment to the Amended and Restated Certificate of Incorporation (filed as an exhibit to Rigel’s Current Report on Form 8-K, dated June 27, 2024 and incorporated herein by reference).
4.1 Form of warrant to purchase shares of common stock (filed as an exhibit to Rigel’s Registration Statement on Form S-1, filed on September 15, 2000, as amended and incorporated herein by reference).
4.2 Specimen Common Stock Certificate (filed as an exhibit to Rigel’s Current Report on Form 8-K dated June 24, 2003 and incorporated herein by reference).
10.1# +
Rigel Pharmaceuticals, Inc. 2018 Equity Incentive Plan, as amended.
10.2# +
Rigel Pharmaceuticals, Inc. Inducement Plan, as amended.
10.3# +
Rigel Pharmaceuticals, Inc. 2000 Employee Stock Purchase Plan, as amended.
10.4#^ Amended and Restated Credit, Security and Guarantee Agreement, dated May 5, 2026, among Rigel Pharmaceuticals, Inc., and MidCap Funding IV Trust, as agent and lender, and the additional lenders from time to time party thereto.
10.5#^ Amendment 1 to Amended and Restated Credit, Security and Guarantee Agreement, dated May 11, 2026, among Rigel Pharmaceuticals, Inc., and MidCap Funding IV Trust, as agent and lender, and the additional lenders from time to time party thereto.
10.6#^ License Agreement, dated May 11, 2026, among Rigel Pharmaceuticals, Inc., Arvinas, Inc., Arvinas Operations, Inc., Arvinas Estrogen Receptor, Inc., and Pfizer Inc.
19.1# Rigel Pharmaceuticals, Inc. Insider Trading Policy, as amended and restated.
31.1# Certification required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.
31.2# Certification required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.
32.1#* Certification required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350).
101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema Document.
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
______________________________________________________________________
# Filed herewith.
+ Indicates a management contract or compensatory plan or arrangement.
^ Certain marked information has been omitted from this exhibit because it is both not material and is the type that the registrant treats as private and confidential.
* The certifications attached as Exhibit 32.1 accompany this Quarterly Report on Form 10-Q pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the registrant for purposes of Section 18 of the Exchange Act.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
RIGEL PHARMACEUTICALS, INC.
By: /s/ RAUL R. RODRIGUEZ
Raul R. Rodriguez
Chief Executive Officer
(Principal Executive Officer)
Date: August 4, 2026
By: /s/ DEAN L. SCHORNO
Dean L. Schorno
Chief Financial Officer
(Principal Financial Officer)
Date: August 4, 2026
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