Inhibitor Therapeutics, Inc. (Form: 8-K, Received: 01/18/2022 16:16:52)

Dated: January 18, 2022

INHIBITOR THERAPEUTICS, INC.

/s/ Nicholas J. Virca

Nicholas J. Virca

President and Chief Executive Officer

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 18, 2022 (January 13, 2022)

Inhibitor Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-13467

30-0793665

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

449 South 12^th Street, Unit 1705

Tampa, FL 33602

(888) 841-6811

(Address, including Zip Code and Telephone Number, including Area Code, of Principal Executive Offices)

n/a

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

None

N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.

Entry into a Material Definitive Agreement.

Reference is made to that certain letter agreement for a term debt facility, dated December 12, 2020 (the “Loan Agreement”), between Inhibitor Therapeutics, Inc., a Delaware corporation (the “Company”), and Mayne Pharma Ventures Pty Ltd, the Company’s majority stockholder (“Mayne Pharma”), pursuant to which Mayne Pharma provided an aggregate $231,000 credit facility to the Company (the “Facility”). The Loan Agreement and Facility were described in the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 17, 2020.

On January 13, 2022, the Company executed a letter agreement with Mayne Pharma to amend the Loan Agreement and the Facility (the “Loan Amendment”). Under the terms of the Loan Amendment: (i) amount of the facility was increased by $50,000 to $281,000, (ii) the maturity date of the Facility was extended to December 31, 2022 (the “Maturity Date”), (iii) such $50,000 increase will be available for draw down from February 1, 2022 until March 31, 2022 in no less than $25,000 increments, (iv) following March 31, 2022, the outstanding amount under the Facility plus interest thereon will be amortized over equal monthly payments through the Maturity Date and (v) the parties acknowledged that the full $231,000 under the original Facility had been drawn down by the Company

Except as modified by the Loan Amendment, the terms and conditions of the Loan Agreement and the Facility remain in full force and effect.

The proceeds of the expanded Facility will be used by the Company for general working capital purposes, including the payment of a portion of previously deferred employee compensation.

The foregoing summary description of the Loan Amendment does not purport to be complete and is qualified in their entirety by reference to complete text of the Loan Amendment, a copy of which is filed as Exhibit 10.1 to Current Report on Form 8-K and are incorporated herein by reference.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.

Item 9.01.

Financial Statements and Exhibits.

Set forth below is a list of exhibits included as part of this Current Report.


10.1		Letter Agreement to Amend Term Debt Facility, dated January 13, 2022, between the Company and Mayne Pharma.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Cautionary Note on Forward-Looking Statements

This Current Report and any related statements of representatives and partners of the Company contain, or may contain, among other things, certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve significant risks and uncertainties. Such statements may include, without limitation, statements with respect to the Company’s plans, objectives, projections, expectations and intentions and other statements identified by words such as “projects,” “may,” “will,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,”

“estimates,” “intends,” “plans,” or similar expressions. These statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties, including those detailed in the Company’s filings with the Securities and Exchange Commission. Actual results (including with respect to the amended Facility as described herein) may differ significantly from those set forth in the forward-looking statements. These forward-looking statements involve certain risks and uncertainties that are subject to change based on various factors (many of which are beyond the Company’s control). The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 10.1

10 January 2022

Mark Watson

Inhibitor Therapeutics

Dear Mark

Loan Amendment

Mayne Pharma Ventures Pty Ltd (Mayne Pharma) is offering to amend the loan outlined in our letter signed 12 December 2020 (Loan) to provide a loan to Inhibitor Therapeutics, Inc. (INTI), as set out below.

Line Amount: The Facility Limit is increased by USD50,000 to USD281,000.

Availability: The USD50,000 increase in the Facility Limit is available for draw down from 1 February 2022 until 31 March 2022. The parties acknowledge that the following funds have already been drawn down under the facility:

•

USD55,000 paid on 22 December 2020

•

USD26,000 paid on 1 Feb 2021

•

USD75,000 paid on 19 March 2021, and

•

USD75,000 paid on 11 June 2021.

Maturity: 31 December 2022.

Payment Terms: A repayment free advance period until 31 March 2022 or such longer period as agreed by the parties in writing, with each advance against the Facility to be amortized over equal monthly payments of principal plus interest respectively from the end of the repayment free advance period until the date of maturity. Payments on the Facility shall be made in arrears in USD on the due date and in freely transferable same day funds.

Takedown Period: The final USD50,000 of the Facility will be available for drawdown until 31 March 2022. No draw will be less than USD25,000.

The rest of the Loan continues in full force and affect. This offer remains open for acceptance by INTI by signing a copy and returning it by email to generalcounsel@maynepharma.com before 31 January 2022, unless withdrawn or amended earlier by written notice to INTI by Mayne Pharma.

Yours sincerely

/s/ Kate Hall

Kate Hall

Executive Vice President and General Counsel

kate.hall@maynepharma.com

Accepted and agreed to by Inhibitor Therapeutics, Inc. by an authorised officer

/s/ Mark Watson

Signature

Mark Watson

Name

1/13/22

Date

Mayne Pharma Ventures Pty Ltd

ACN 168 896 357

www.maynepharma.com

T +61 3 8614 7777 F +61 3 9614 7022

Level 1, 99 King Street, Melbourne Vic 3000 Australia