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FORM 10-Q
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Regulus Therapeutics Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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26-4738379
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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10614 Science Center Drive
San Diego, CA
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92121
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(Address of Principal Executive Offices)
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(Zip Code)
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Large accelerated filer
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¨
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Accelerated filer
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x
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Emerging growth company
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¨
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PART I. FINANCIAL INFORMATION
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PART II. OTHER INFORMATION
|
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ITEM 1.
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FINANCIAL STATEMENTS
|
|
September 30,
2018 |
|
December 31,
2017 |
||||
|
(Unaudited)
|
|
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
14,084
|
|
|
$
|
13,519
|
|
Short-term investments
|
6,433
|
|
|
46,555
|
|
||
Contract and other receivables
|
13
|
|
|
373
|
|
||
Prepaid materials, net
|
4,194
|
|
|
4,783
|
|
||
Prepaid expenses and other current assets
|
717
|
|
|
1,506
|
|
||
Total current assets
|
25,441
|
|
|
66,736
|
|
||
Property and equipment, net
|
8,324
|
|
|
9,708
|
|
||
Intangibles, net
|
676
|
|
|
775
|
|
||
Other assets
|
327
|
|
|
590
|
|
||
Total assets
|
$
|
34,768
|
|
|
$
|
77,809
|
|
Liabilities and stockholders’ equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
1,235
|
|
|
$
|
5,743
|
|
Accrued liabilities
|
1,856
|
|
|
2,995
|
|
||
Accrued compensation
|
1,292
|
|
|
1,985
|
|
||
Current portion of term loan, less debt issuance costs
|
19,069
|
|
|
19,859
|
|
||
Current portion of contract liabilities
|
72
|
|
|
—
|
|
||
Other current liabilities
|
2,130
|
|
|
2,018
|
|
||
Total current liabilities
|
25,654
|
|
|
32,600
|
|
||
Contract liabilities, less current portion
|
24
|
|
|
1,921
|
|
||
Deferred rent, less current portion
|
7,139
|
|
|
8,072
|
|
||
Other long-term liabilities
|
373
|
|
|
—
|
|
||
Total liabilities
|
33,190
|
|
|
42,593
|
|
||
Commitments and Contingencies
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Common stock, $0.001 par value; 200,000,000 shares authorized, 8,750,343
and 8,662,435 shares issued and outstanding at September 30, 2018 (unaudited) and December 31, 2017, respectively
|
9
|
|
|
9
|
|
||
Additional paid-in capital
|
385,793
|
|
|
381,199
|
|
||
Accumulated other comprehensive loss
|
(63
|
)
|
|
(134
|
)
|
||
Accumulated deficit
|
(384,161
|
)
|
|
(345,858
|
)
|
||
Total stockholders’ equity
|
1,578
|
|
|
35,216
|
|
||
Total liabilities and stockholders’ equity
|
$
|
34,768
|
|
|
$
|
77,809
|
|
|
Three months ended
September 30, |
|
Nine months ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(Unaudited)
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Revenue under strategic alliances and collaborations
|
$
|
18
|
|
|
$
|
18
|
|
|
$
|
54
|
|
|
$
|
54
|
|
Total revenues
|
18
|
|
|
18
|
|
|
54
|
|
|
54
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Research and development
|
6,879
|
|
|
12,697
|
|
|
28,720
|
|
|
42,727
|
|
||||
General and administrative
|
2,993
|
|
|
2,736
|
|
|
10,115
|
|
|
13,752
|
|
||||
Total operating expenses
|
9,872
|
|
|
15,433
|
|
|
38,835
|
|
|
56,479
|
|
||||
Loss from operations
|
(9,854
|
)
|
|
(15,415
|
)
|
|
(38,781
|
)
|
|
(56,425
|
)
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
||||||||
Interest and other income
|
201
|
|
|
160
|
|
|
483
|
|
|
559
|
|
||||
Interest and other expense
|
(620
|
)
|
|
(580
|
)
|
|
(1,848
|
)
|
|
(1,730
|
)
|
||||
Loss before income taxes
|
(10,273
|
)
|
|
(15,835
|
)
|
|
(40,146
|
)
|
|
(57,596
|
)
|
||||
Income tax benefit
|
—
|
|
|
7
|
|
|
—
|
|
|
139
|
|
||||
Net loss
|
$
|
(10,273
|
)
|
|
$
|
(15,828
|
)
|
|
$
|
(40,146
|
)
|
|
$
|
(57,457
|
)
|
Other comprehensive loss:
|
|
|
|
|
|
|
|
||||||||
Unrealized gain (loss) on short-term investments, net
|
16
|
|
|
(16
|
)
|
|
70
|
|
|
19
|
|
||||
Comprehensive loss
|
$
|
(10,257
|
)
|
|
$
|
(15,844
|
)
|
|
$
|
(40,076
|
)
|
|
$
|
(57,438
|
)
|
Net loss per share, basic and diluted
|
$
|
(1.18
|
)
|
|
$
|
(2.11
|
)
|
|
$
|
(4.62
|
)
|
|
$
|
(10.52
|
)
|
Weighted average shares used to compute basic and diluted net loss per share
|
8,703,626
|
|
|
7,506,529
|
|
|
8,688,831
|
|
|
5,463,096
|
|
|
Nine months ended
September 30, |
||||||
|
2018
|
|
2017
|
||||
|
(Unaudited)
|
||||||
Operating activities
|
|
|
|
||||
Net loss
|
$
|
(40,146
|
)
|
|
$
|
(57,457
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities
|
|
|
|
||||
Depreciation and amortization expense
|
1,672
|
|
|
1,942
|
|
||
Stock-based compensation
|
4,374
|
|
|
6,531
|
|
||
Amortization of premium on investments, net
|
92
|
|
|
271
|
|
||
Other
|
182
|
|
|
206
|
|
||
Change in operating assets and liabilities:
|
|
|
|
||||
Contracts and other receivables
|
360
|
|
|
1,124
|
|
||
Prepaid materials
|
589
|
|
|
(360
|
)
|
||
Prepaid expenses and other assets
|
1,050
|
|
|
2,405
|
|
||
Accounts payable
|
(4,509
|
)
|
|
(579
|
)
|
||
Accrued liabilities
|
(1,138
|
)
|
|
(652
|
)
|
||
Accrued compensation
|
(693
|
)
|
|
(631
|
)
|
||
Contract liabilities
|
(54
|
)
|
|
(54
|
)
|
||
Deferred rent and other liabilities
|
(1,035
|
)
|
|
(418
|
)
|
||
Net cash used in operating activities
|
(39,256
|
)
|
|
(47,672
|
)
|
||
Investing activities
|
|
|
|
||||
Purchases of short-term investments
|
—
|
|
|
(48,539
|
)
|
||
Sales and maturities of short-term investments
|
40,101
|
|
|
58,310
|
|
||
Purchases of property and equipment
|
(22
|
)
|
|
(217
|
)
|
||
Acquisition of intangibles
|
—
|
|
|
(16
|
)
|
||
Net cash provided by investing activities
|
40,079
|
|
|
9,538
|
|
||
Financing activities
|
|
|
|
||||
Proceeds from issuance of common stock, net
|
219
|
|
|
43,411
|
|
||
Proceeds from exercise of common stock options
|
2
|
|
|
4
|
|
||
Principal payments on other long-term obligations
|
(833
|
)
|
|
—
|
|
||
Proceeds from capital lease financing
|
354
|
|
|
—
|
|
||
Net cash used in financing activities
|
(258
|
)
|
|
43,415
|
|
||
Net increase in cash and cash equivalents
|
565
|
|
|
5,281
|
|
||
Cash and cash equivalents at beginning of period
|
13,519
|
|
|
14,941
|
|
||
Cash and cash equivalents at end of period
|
$
|
14,084
|
|
|
$
|
20,222
|
|
Supplemental disclosure of cash flow information
|
|
|
|
||||
Interest paid
|
$
|
(1,573
|
)
|
|
$
|
(1,444
|
)
|
Income taxes paid
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
Supplemental disclosure of non-cash investing and financing activities
|
|
|
|
||||
Non-cash acquisition of property and equipment
|
$
|
306
|
|
|
$
|
—
|
|
|
|
Balance at December 31, 2017
|
|
Adjustments due to Topic 606
|
|
Balance at January 1, 2018
|
|||
Balance Sheet
|
|
|
|
|
|
|
|||
Deferred revenue (contract liabilities), non-current
|
|
1,921
|
|
|
(1,844
|
)
|
|
77
|
|
Accumulated deficit
|
|
(345,858
|
)
|
|
1,844
|
|
|
(344,014
|
)
|
|
Maturity
(in years)
|
|
Amortized
cost
|
|
Unrealized
|
|
Estimated
fair value
|
||||||||||
Gains
|
|
Losses
|
|
||||||||||||||
As of September 30, 2018
|
|
|
|
|
|
|
|
|
|
||||||||
Certificates of deposit
|
1 or less
|
|
$
|
2,440
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,440
|
|
U.S. Treasury securities
|
1 or less
|
|
3,999
|
|
|
1
|
|
|
(7
|
)
|
|
3,993
|
|
||||
Total
|
|
|
$
|
6,439
|
|
|
$
|
1
|
|
|
$
|
(7
|
)
|
|
$
|
6,433
|
|
|
Maturity
(in years)
|
|
Amortized
cost
|
|
Unrealized
|
|
Estimated
fair value
|
||||||||||
Gains
|
|
Losses
|
|
||||||||||||||
As of December 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||
Corporate debt securities
|
1 or less
|
|
$
|
32,922
|
|
|
$
|
—
|
|
|
$
|
(55
|
)
|
|
$
|
32,867
|
|
Certificates of deposit
|
1 or less
|
|
8,216
|
|
|
—
|
|
|
—
|
|
|
8,216
|
|
||||
U.S. Treasury securities
|
1 or less
|
|
3,996
|
|
|
—
|
|
|
(18
|
)
|
|
3,978
|
|
||||
Debt securities of U.S. government-sponsored agencies
|
1 or less
|
|
1,498
|
|
|
—
|
|
|
(4
|
)
|
|
1,494
|
|
||||
Total
|
|
|
$
|
46,632
|
|
|
$
|
—
|
|
|
$
|
(77
|
)
|
|
$
|
46,555
|
|
•
|
Level 1 includes financial instruments for which quoted market prices for identical instruments are available in active markets.
|
•
|
Level 2 includes financial instruments for which there are inputs other than quoted prices included within Level 1 that are observable for the instrument such as quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets with insufficient volume or infrequent transactions (less active markets) or model-driven valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
|
•
|
Level 3 includes financial instruments for which fair value is derived from valuation techniques in which one or more significant inputs are unobservable, including management’s own assumptions.
|
|
Fair value as of September 30, 2018
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
13,631
|
|
|
$
|
13,631
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Certificates of deposit
|
2,440
|
|
|
—
|
|
|
2,440
|
|
|
—
|
|
||||
U.S. treasury securities
|
3,993
|
|
|
—
|
|
|
3,993
|
|
|
—
|
|
||||
|
$
|
20,064
|
|
|
$
|
13,631
|
|
|
$
|
6,433
|
|
|
$
|
—
|
|
|
Fair value as of December 31, 2017
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
10,847
|
|
|
$
|
10,847
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Corporate debt securities
|
32,867
|
|
|
—
|
|
|
32,867
|
|
|
—
|
|
||||
Certificates of deposit
|
8,216
|
|
|
—
|
|
|
8,216
|
|
|
—
|
|
||||
U.S. treasury securities
|
3,978
|
|
|
—
|
|
|
3,978
|
|
|
—
|
|
||||
Debt securities of U.S. government-sponsored agencies
|
1,494
|
|
|
—
|
|
|
1,494
|
|
|
—
|
|
||||
|
$
|
57,402
|
|
|
$
|
10,847
|
|
|
$
|
46,555
|
|
|
$
|
—
|
|
2018
|
$
|
1,917
|
|
2019
|
11,500
|
|
|
2020
|
5,750
|
|
|
|
$
|
19,167
|
|
Common stock options outstanding
|
1,134
|
|
RSUs outstanding
|
66
|
|
Common stock available for future grant under 2012 Equity Incentive Plan
|
61
|
|
Common stock available for future grant under 2015 Inducement Plan
|
3
|
|
Employee Stock Purchase Plan
|
155
|
|
Total common shares reserved for future issuance
|
1,419
|
|
|
Number of
options
|
|
Weighted
average
exercise
price
|
|
Number of
RSUs
|
|
Weighted average grant date fair value
|
||||||
Stock Awards outstanding at December 31, 2017
|
887
|
|
|
$
|
53.24
|
|
|
35
|
|
|
$
|
10.68
|
|
Granted
|
603
|
|
|
$
|
11.70
|
|
|
102
|
|
|
$
|
3.88
|
|
Exercised (options) or Vested (RSUs)
|
(1
|
)
|
|
$
|
4.56
|
|
|
(57
|
)
|
|
$
|
6.25
|
|
Canceled/forfeited/expired
|
(355
|
)
|
|
$
|
58.59
|
|
|
(8
|
)
|
|
$
|
7.57
|
|
Stock Awards outstanding at September 30, 2018
|
1,134
|
|
|
|
|
|
72
|
|
|
|
|
|
Three months ended
September 30, |
|
Nine months ended
September 30, |
||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
Stock options
|
|
|
|
|
|
|
|
||||
Risk-free interest rate
|
2.9
|
%
|
|
1.9
|
%
|
|
2.7
|
%
|
|
2.0
|
%
|
Volatility
|
92.0
|
%
|
|
89.5
|
%
|
|
87.8
|
%
|
|
89.4
|
%
|
Dividend yield
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Expected term (years)
|
6.1
|
|
|
6.1
|
|
|
6.1
|
|
|
6.1
|
|
Performance stock options
|
|
|
|
||||||||
Risk-free interest rate
|
—
|
|
|
—
|
|
|
2.7
|
%
|
|
2.1
|
%
|
Volatility
|
—
|
|
|
—
|
|
|
87.4
|
%
|
|
89.9
|
%
|
Dividend yield
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Expected term (years)
|
0.0
|
|
|
0.0
|
|
|
5.7
|
|
|
5.6
|
|
Employee stock purchase plan shares
|
|
|
|
||||||||
Risk-free interest rate
|
2.0
|
%
|
|
1.0
|
%
|
|
1.8
|
%
|
|
0.8
|
%
|
Volatility
|
99.9
|
%
|
|
104.5
|
%
|
|
91.7
|
%
|
|
110.7
|
%
|
Dividend yield
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Expected term (years)
|
0.5
|
|
|
0.5
|
|
|
0.5
|
|
|
0.5
|
|
|
Three months ended
September 30, |
|
Nine months ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Research and development
|
$
|
491
|
|
|
$
|
653
|
|
|
$
|
1,745
|
|
|
$
|
2,411
|
|
Research and development-restructuring related adjustments
|
31
|
|
|
—
|
|
|
31
|
|
|
(1,399
|
)
|
||||
General and administrative
|
883
|
|
|
631
|
|
|
2,613
|
|
|
2,840
|
|
||||
General and administrative-restructuring related adjustments
|
(15
|
)
|
|
—
|
|
|
(15
|
)
|
|
2,679
|
|
||||
Total
|
$
|
1,390
|
|
|
$
|
1,284
|
|
|
$
|
4,374
|
|
|
$
|
6,531
|
|
•
|
on the date the Exchange Offer commences, either an optionholder is employed by us (each, an “Employee”) or is a non-employee member (each, a “Non-Employee Director”) of our board of directors and has not been notified by us that such optionholder’s employment or service relationship with us is being terminated; and
|
•
|
such optionholder continues to be an Employee or serve as a Non-Employee Director and has not submitted a notice of resignation or received a notice of termination, as of the first business day following the Expiration Time (as defined in the Exchange Offer).
|
•
|
is held by an Eligible Holder;
|
•
|
has an exercise price equal to or greater than
$4.56
(and an exercise price greater than the closing price of our common stock on the last business day before the Expiration Time); and
|
•
|
was granted under our 2009 Equity Incentive Plan, 2012 Equity Incentive Plan or 2015 Inducement Plan.
|
•
|
the initiation, cost, timing, progress and results of, and our expected ability to undertake certain activities and accomplish certain goals with respect to our research and development activities, preclinical studies and clinical trials;
|
•
|
our ability to obtain and maintain regulatory approval of our product candidates, and any related restrictions, limitations, and/or warnings in the label of an approved product candidate;
|
•
|
our ability to obtain funding for our operations;
|
•
|
our plans to research, develop and commercialize our product candidates;
|
•
|
the potential election of any strategic alliance or collaboration partner to pursue development and commercialization of any programs or product candidates that are subject to a collaboration with such partner;
|
•
|
our ability to attract collaborators with relevant development, regulatory and commercialization expertise;
|
•
|
future activities to be undertaken by our strategic alliance partners, collaborators and other third parties;
|
•
|
our ability to obtain and maintain intellectual property protection for our product candidates;
|
•
|
the size and growth potential of the markets for our product candidates, and our ability to serve those markets;
|
•
|
our ability to successfully commercialize, and our expectations regarding future therapeutic and commercial potential with respect to our product candidates;
|
•
|
the rate and degree of market acceptance of our product candidates;
|
•
|
our ability to develop sales and marketing capabilities, whether alone or with potential future collaborators;
|
•
|
regulatory developments in the United States and foreign countries;
|
•
|
the performance of our third-party suppliers and manufacturers;
|
•
|
the success of competing therapies that are or may become available;
|
•
|
the loss of key scientific or management personnel;
|
•
|
our ability to successfully secure and deploy capital;
|
•
|
our ability to satisfy our debt obligations;
|
•
|
the accuracy of our estimates regarding future expenses, future revenues, capital requirements and need for additional financing; and
|
•
|
the risks and other forward-looking statements described under the caption “Risk Factors” under Part II, Item 1A of this quarterly report on Form 10-Q.
|
•
|
micro
RNAs play a critical role in regulating biological pathways by controlling the translation of many target genes;
|
•
|
micro
RNA therapeutics regulate disease pathways which may result in more effective treatment of complex multi-factorial diseases;
|
•
|
many human pathogens, including viruses, bacteria and parasites, use
micro
RNAs (host and pathogen encoded) to enable their replication and suppression of host immune responses; and
|
•
|
micro
RNA therapeutics may be synergistic with other therapies because of their different mechanism of action.
|
•
|
employee-related expenses, including salaries, benefits, travel and stock-based compensation expense;
|
•
|
external research and development expenses incurred under arrangements with third parties, such as contract research organizations, or CROs, contract manufacturing organizations, or CMOs, other clinical trial related vendors, consultants and our scientific advisors;
|
•
|
license fees; and
|
•
|
facilities, depreciation and other allocated expenses, which include direct and allocated expenses for rent and maintenance of facilities, depreciation of leasehold improvements and equipment, and laboratory and other supplies.
|
|
Three months ended
September 30, |
|
Nine months ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Revenue under strategic alliances and collaborations
|
$
|
18
|
|
|
$
|
18
|
|
|
$
|
54
|
|
|
$
|
54
|
|
Research and development expenses
|
6,879
|
|
|
12,697
|
|
|
28,720
|
|
|
42,727
|
|
||||
General and administrative expenses
|
2,993
|
|
|
2,736
|
|
|
10,115
|
|
|
13,752
|
|
||||
Interest and other expenses, net
|
(419
|
)
|
|
(420
|
)
|
|
(1,365
|
)
|
|
(1,171
|
)
|
|
|
|
|
|
|
|
|
|
Increase (decrease)
|
|||||||||||
|
Three months ended September 30, 2018
|
|
% of total
|
|
Three months ended September 30, 2017
|
|
% of total
|
|
$
|
|
%
|
|||||||||
Research and development
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Personnel and internal expenses
|
$
|
4,597
|
|
|
67
|
%
|
|
$
|
4,526
|
|
|
36
|
%
|
|
$
|
71
|
|
|
2
|
%
|
Third-party and outsourced expenses
|
1,541
|
|
|
22
|
%
|
|
7,030
|
|
|
55
|
%
|
|
(5,489
|
)
|
|
(78
|
)%
|
|||
Non-cash stock-based compensation
|
522
|
|
|
8
|
%
|
|
653
|
|
|
5
|
%
|
|
(131
|
)
|
|
(20
|
)%
|
|||
Depreciation
|
219
|
|
|
3
|
%
|
|
488
|
|
|
4
|
%
|
|
(269
|
)
|
|
(55
|
)%
|
|||
Total research and development expenses
|
$
|
6,879
|
|
|
100
|
%
|
|
$
|
12,697
|
|
|
100
|
%
|
|
$
|
(5,818
|
)
|
|
(46
|
)%
|
|
|
|
|
|
|
|
|
|
Increase (decrease)
|
|||||||||||
|
Nine months ended September 30, 2018
|
|
% of total
|
|
Nine months ended September 30, 2017
|
|
% of total
|
|
$
|
|
%
|
|||||||||
Research and development
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Personnel and internal expenses
|
$
|
13,340
|
|
|
47
|
%
|
|
$
|
17,227
|
|
|
40
|
%
|
|
$
|
(3,887
|
)
|
|
(23
|
)%
|
Third-party and outsourced expenses
|
12,932
|
|
|
45
|
%
|
|
22,857
|
|
|
54
|
%
|
|
(9,925
|
)
|
|
(43
|
)%
|
|||
Non-cash stock-based compensation
|
1,776
|
|
|
6
|
%
|
|
1,012
|
|
|
2
|
%
|
|
764
|
|
|
75
|
%
|
|||
Depreciation
|
672
|
|
|
2
|
%
|
|
1,631
|
|
|
4
|
%
|
|
(959
|
)
|
|
(59
|
)%
|
|||
Total research and development expenses
|
$
|
28,720
|
|
|
100
|
%
|
|
$
|
42,727
|
|
|
100
|
%
|
|
$
|
(14,007
|
)
|
|
(33
|
)%
|
•
|
whether and when we achieve any milestones under our strategic alliance agreement with Sanofi;
|
•
|
the terms and timing of any other strategic alliance, licensing and other arrangements that we may establish;
|
•
|
the initiation, progress, timing and completion of preclinical studies and clinical trials for our development programs and product candidates, and associated costs;
|
•
|
the number and characteristics of product candidates that we pursue;
|
•
|
the outcome, timing and cost of regulatory approvals;
|
•
|
delays that may be caused by changing regulatory requirements;
|
•
|
the cost and timing of hiring new employees to support our continued growth;
|
•
|
the costs involved in filing and prosecuting patent applications and enforcing and defending patent claims;
|
•
|
the costs and timing of procuring clinical and commercial supplies of our product candidates;
|
•
|
the costs and timing of establishing sales, marketing and distribution capabilities;
|
•
|
the extent to which we acquire or invest in businesses, products or technologies; and
|
•
|
payments under our Term Loan.
|
|
Nine months ended
September 30, |
||||||
|
2018
|
|
2017
|
||||
|
(unaudited)
|
||||||
Net cash (used in) provided by:
|
|
|
|
||||
Operating activities
|
$
|
(39,256
|
)
|
|
$
|
(47,672
|
)
|
Investing activities
|
40,079
|
|
|
9,538
|
|
||
Financing activities
|
(258
|
)
|
|
43,415
|
|
||
Total
|
$
|
565
|
|
|
$
|
5,281
|
|
•
|
significantly delay, scale back or discontinue the development or commercialization of any future product candidates;
|
•
|
seek strategic alliances, or amend existing alliances, for research and development programs at an earlier stage than otherwise would be desirable or for the development of programs that we otherwise would have sought to develop independently, or on terms that are less favorable than might otherwise be available;
|
•
|
dispose of technology assets, or relinquish or license on unfavorable terms, our rights to technologies or any future product candidates that we otherwise would seek to develop or commercialize ourselves;
|
•
|
pursue the sale of our company to a third party at a price that may result in a loss on investment for our stockholders; or
|
•
|
file for bankruptcy or cease operations altogether.
|
•
|
identifying and validating new
micro
RNAs as therapeutic targets;
|
•
|
completing our research and preclinical development of product candidates;
|
•
|
initiating and completing clinical trials for product candidates;
|
•
|
seeking and obtaining marketing approvals for product candidates that successfully complete clinical trials;
|
•
|
establishing and maintaining supply and manufacturing relationships with third parties;
|
•
|
launching and commercializing product candidates for which we obtain marketing approval, with an alliance partner or, if launched independently, successfully establishing a sales force, marketing and distribution infrastructure;
|
•
|
maintaining, protecting and expanding our intellectual property portfolio; and
|
•
|
attracting, hiring and retaining qualified personnel.
|
•
|
dispose of assets;
|
•
|
complete mergers or acquisitions;
|
•
|
incur indebtedness;
|
•
|
encumber assets;
|
•
|
pay dividends or make other distributions to holders of our capital stock;
|
•
|
make specified investments; and
|
•
|
engage in transactions with our affiliates.
|
•
|
our research methodology or that of any strategic alliance partner may be unsuccessful in identifying potential product candidates;
|
•
|
potential product candidates may be shown to have harmful side effects or may have other characteristics that may make the products unmarketable or unlikely to receive marketing approval; or
|
•
|
our current or future strategic alliance partners may change their development profiles for potential product candidates or abandon a therapeutic area.
|
•
|
successfully designing preclinical studies which may be predictive of clinical outcomes;
|
•
|
successful results from preclinical and clinical studies;
|
•
|
receipt of marketing approvals from applicable regulatory authorities;
|
•
|
obtaining and maintaining patent and trade secret protection for future product candidates;
|
•
|
establishing and maintaining manufacturing relationships with third parties or establishing our own manufacturing capability; and
|
•
|
successfully commercializing our products, if and when approved, whether alone or in collaboration with others.
|
•
|
delays in reaching an agreement with the FDA or other regulatory authorities on final trial design;
|
•
|
imposition of a clinical hold of our clinical trial operations or trial sites by the FDA or other regulatory authorities;
|
•
|
delays in reaching agreement on acceptable terms with prospective CROs and clinical trial sites;
|
•
|
our inability to adhere to clinical trial requirements directly or with third parties such as CROs;
|
•
|
delays in obtaining required institutional review board approval at each clinical trial site;
|
•
|
delays in recruiting suitable patients to participate in a trial;
|
•
|
delays in the testing, validation, manufacturing and delivery of the product candidates to the clinical sites;
|
•
|
delays in having patients complete participation in a trial or return for post-treatment follow-up;
|
•
|
delays caused by patients dropping out of a trial due to protocol procedures or requirements, product side effects or disease progression;
|
•
|
clinical sites dropping out of a trial to the detriment of enrollment;
|
•
|
time required to add new clinical sites; or
|
•
|
delays by our contract manufacturers to produce and deliver sufficient supply of clinical trial materials.
|
•
|
be delayed in obtaining marketing approval for our future product candidates;
|
•
|
not obtain marketing approval at all;
|
•
|
obtain approval for indications or patient populations that are not as broad as originally intended or desired;
|
•
|
obtain approval with labeling that includes significant use or distribution restrictions or safety warnings;
|
•
|
be subject to additional post-marketing testing requirements; or
|
•
|
have the product removed from the market after obtaining marketing approval.
|
•
|
regulatory authorities may withdraw their approval of the product or impose restrictions on its distribution in the form of a modified risk evaluation and mitigation strategy;
|
•
|
regulatory authorities may require the addition of labeling statements, such as warnings or contraindications;
|
•
|
we may be required to change the way the product is administered or conduct additional clinical trials;
|
•
|
we could be sued and held liable for harm caused to patients; or
|
•
|
our reputation may suffer.
|
•
|
issue a warning letter asserting that we are in violation of the law;
|
•
|
seek an injunction or impose civil or criminal penalties or monetary fines;
|
•
|
suspend or withdraw regulatory approval;
|
•
|
suspend any ongoing clinical trials;
|
•
|
refuse to approve a pending NDA or supplements to an NDA submitted by us;
|
•
|
seize product; or
|
•
|
refuse to allow us to enter into supply contracts, including government contracts.
|
•
|
an alliance partner may shift its priorities and resources away from our programs due to a change in business strategies, or a merger, acquisition, sale or downsizing of its company or business unit;
|
•
|
an alliance partner may cease development in therapeutic areas which are the subject of our strategic alliances;
|
•
|
an alliance partner may change the success criteria for a particular program or potential product candidate thereby delaying or ceasing development of such program or candidate;
|
•
|
a significant delay in initiation of certain development activities by an alliance partner will also delay payment of milestones tied to such activities, thereby impacting our ability to fund our own activities;
|
•
|
an alliance partner could develop a product that competes, either directly or indirectly, with an alliance product;
|
•
|
an alliance partner with commercialization obligations may not commit sufficient financial or human resources to the marketing, distribution or sale of a product;
|
•
|
an alliance partner with manufacturing responsibilities may encounter regulatory, resource or quality issues and be unable to meet demand requirements;
|
•
|
an alliance partner may exercise its rights under the agreement to terminate a strategic alliance;
|
•
|
a dispute may arise between us and an alliance partner concerning the research, development or commercialization of a program or product candidate resulting in a delay in milestones, royalty payments or termination of a program and possibly resulting in costly litigation or arbitration which may divert management attention and resources; and
|
•
|
an alliance partner may use our proprietary information or intellectual property in such a way as to invite litigation from a third party or fail to maintain or prosecute intellectual property rights such that our rights in such property are jeopardized.
|
•
|
in the case of Sanofi, under certain circumstances, we may owe Sanofi royalties with respect to product candidates covered by our agreement with Sanofi that we elect to continue to commercialize, depending upon the stage of development at which such product commercialization rights reverted back to us, or additional payments if we license such product candidates to third parties;
|
•
|
product candidates subject to the Sanofi agreement, as applicable, may be terminated or significantly delayed;
|
•
|
our cash expenditures could increase significantly if it is necessary for us to hire additional employees and allocate scarce resources to the development and commercialization of product candidates that were previously funded, or expected to be funded, by AstraZeneca or Sanofi, as applicable;
|
•
|
we would bear all of the risks and costs related to the further development and commercialization of product candidates that were previously the subject of the AstraZeneca agreement or the Sanofi agreement, as applicable, including the reimbursement of third parties; for example, upon expiration of the AstraZeneca termination period, we will be responsible for any further costs of development. In addition, we may owe AstraZeneca certain consideration for use of any intellectual property generated by AstraZeneca; and
|
•
|
in order to fund further development and commercialization, we may need to seek out and establish alternative strategic alliances with third-party partners; this may not be possible, or we may not be able to do so on terms which are acceptable to us, in which case it may be necessary for us to limit the size or scope of one or more of our programs or increase our expenditures and seek additional funding by other means.
|
•
|
the inability to meet any product specifications and quality requirements consistently;
|
•
|
a delay or inability to procure or expand sufficient manufacturing capacity;
|
•
|
manufacturing and product quality issues related to scale-up of manufacturing;
|
•
|
costs and validation of new equipment and facilities required for scale-up;
|
•
|
a failure to comply with cGMP and similar foreign standards;
|
•
|
the inability to negotiate manufacturing or supply agreements with third parties under commercially reasonable terms;
|
•
|
termination or nonrenewal of manufacturing agreements with third parties in a manner or at a time that is costly or damaging to us;
|
•
|
the reliance on a limited number of sources, and in some cases, single sources for raw materials, such that if we are unable to secure a sufficient supply of these product components, we will be unable to manufacture and sell future product candidates in a timely fashion, in sufficient quantities or under acceptable terms;
|
•
|
the lack of qualified backup suppliers for any raw materials that are currently purchased from a single source supplier;
|
•
|
operations of our third-party manufacturers or suppliers could be disrupted by conditions unrelated to our business or operations, including the bankruptcy of the manufacturer or supplier;
|
•
|
carrier disruptions or increased costs that are beyond our control; and
|
•
|
the failure to deliver products under specified storage conditions and in a timely manner.
|
•
|
discover and develop therapeutics that are superior to other products in the market;
|
•
|
attract qualified scientific, product development and commercial personnel;
|
•
|
obtain patent and/or other proprietary protection for our
micro
RNA product platform and future product candidates;
|
•
|
obtain required regulatory approvals; and
|
•
|
successfully collaborate with pharmaceutical companies in the discovery, development and commercialization of new therapeutics.
|
•
|
demonstration of clinical safety and efficacy compared to other products;
|
•
|
the relative convenience, ease of administration and acceptance by physicians, patients and healthcare payors;
|
•
|
the prevalence and severity of any AEs;
|
•
|
limitations or warnings contained in the FDA-approved label for such products;
|
•
|
availability of alternative treatments;
|
•
|
pricing and cost-effectiveness;
|
•
|
the effectiveness of our or any collaborators’ sales and marketing strategies;
|
•
|
our ability to obtain hospital formulary approval;
|
•
|
our ability to obtain and maintain sufficient third party coverage or adequate reimbursement; and
|
•
|
the willingness of patients to pay out-of-pocket in the absence of third party coverage.
|
•
|
different regulatory requirements for drug approvals in foreign countries;
|
•
|
reduced protection for intellectual property rights;
|
•
|
unexpected changes in tariffs, trade barriers and regulatory requirements;
|
•
|
economic weakness, including inflation, or political instability in particular foreign economies and markets;
|
•
|
compliance with tax, employment, immigration and labor laws for employees living or traveling abroad;
|
•
|
foreign taxes, including withholding of payroll taxes;
|
•
|
foreign currency fluctuations, which could result in increased operating expenses and reduced revenues, and other obligations incident to doing business in another country;
|
•
|
workforce uncertainty in countries where labor unrest is more common than in the United States;
|
•
|
production shortages resulting from any events affecting raw material supply or manufacturing capabilities abroad; and
|
•
|
business interruptions resulting from geopolitical actions, including war and terrorism, or natural disasters including earthquakes, typhoons, floods and fires.
|
•
|
the federal Anti-Kickback Statute, which prohibits, among other things, persons and entities from knowingly and willfully soliciting, receiving, offering or paying remuneration, directly or indirectly, to induce, or in return for, either the referral of an individual, or the purchase or recommendation of an item or service for which payment may be made under a federal healthcare program, such as the Medicare and Medicaid programs;
|
•
|
federal civil and criminal false claims laws and civil monetary penalty laws, including the civil False Claims Act, which prohibit, among other things, individuals or entities from knowingly presenting, or causing to be presented, claims for payment to the federal government, including Medicare or Medicaid, that are false or fraudulent;
|
•
|
the federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, which created additional federal criminal statutes that prohibit, among other things, executing a scheme to defraud any healthcare benefit program and making false statements relating to healthcare matters;
|
•
|
HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, or HITECH, and their implementing regulations, which imposes certain requirements on certain types of individuals and entities relating to the privacy, security and transmission of individually identifiable health information;
|
•
|
the federal Physician Payments Sunshine Act, which requires certain manufacturers of drugs, devices, biologics and medical supplies for which payment is available under Medicare, Medicaid or the Children’s Health Insurance Program, with specific exceptions, to report annually to the Centers for Medicare & Medicaid Services, or CMS, information related to payments or other transfers of value made to physicians, and further
|
•
|
state and foreign law equivalents of each of the above federal laws, such as: anti-kickback and false claims laws which may apply to items or services reimbursed by any third party payor, including commercial insurers; state laws that require pharmaceutical companies to comply with the pharmaceutical industry’s voluntary compliance guidelines and the relevant compliance guidance promulgated by the federal government; state laws that require drug manufacturers to report information related to payments and other transfers of value to physicians and other healthcare providers or marketing expenditures; and state and foreign laws governing the privacy and security of health information in certain circumstances, many of which differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts.
|
•
|
impairment of our business reputation;
|
•
|
withdrawal of clinical trial participants;
|
•
|
costs due to related litigation;
|
•
|
distraction of management’s attention from our primary business;
|
•
|
substantial monetary awards to patients or other claimants;
|
•
|
the inability to commercialize our product candidates; and
|
•
|
decreased demand for our product candidates, if approved for commercial sale.
|
•
|
adverse results or delays in preclinical studies or clinical trials;
|
•
|
inability to obtain additional funding;
|
•
|
any delay in filing an IND or NDA for any of our product candidates and any adverse development or perceived adverse development with respect to the FDA’s review of that IND or NDA;
|
•
|
failure to maintain our existing strategic alliances or enter into new alliances;
|
•
|
failure of our strategic alliance partners to elect to develop and commercialize product candidates under our alliance agreements or the termination of any programs under our alliance agreements;
|
•
|
failure by us or our licensors and strategic alliance partners to prosecute, maintain or enforce our intellectual property rights;
|
•
|
failure to successfully develop and commercialize our product candidates;
|
•
|
changes in laws or regulations applicable to our preclinical and clinical development activities, product candidates or future products;
|
•
|
inability to obtain adequate product supply for our product candidates or the inability to do so at acceptable prices;
|
•
|
adverse regulatory decisions;
|
•
|
introduction of new products, services or technologies by our competitors;
|
•
|
failure to meet or exceed financial projections we may provide to the public;
|
•
|
failure to meet or exceed the estimates and projections of the investment community;
|
•
|
the perception of the pharmaceutical industry by the public, legislatures, regulators and the investment community;
|
•
|
announcements of significant acquisitions, strategic partnerships, joint ventures or capital commitments by us, our strategic alliance partners or our competitors;
|
•
|
disputes or other developments relating to proprietary rights, including patents, litigation matters and our ability to obtain patent protection for our technologies;
|
•
|
additions or departures of key scientific or management personnel;
|
•
|
significant lawsuits, including patent or stockholder litigation;
|
•
|
changes in the market valuations of similar companies;
|
•
|
sales of our common stock by us or our stockholders in the future; and
|
•
|
trading volume of our common stock.
|
•
|
authorizing the issuance of “blank check” preferred stock, the terms of which may be established and shares of which may be issued without stockholder approval;
|
•
|
prohibiting stockholder action by written consent, thereby requiring all stockholder actions to be taken at a meeting of our stockholders;
|
•
|
eliminating the ability of stockholders to call a special meeting of stockholders;
|
•
|
establishing the state of Delaware as the sole forum for certain legal actions against the Company, its officers and directors; and
|
•
|
establishing advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted upon at stockholder meetings.
|
Exhibit
Number
|
Description
|
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
Certificate of Amendment of Amended and Restated Certificate of Incorporation of Regulus Therapeutics Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (file No. 001-35670), filed with the SEC on October 2, 2018).
|
|
|
|
3.3
|
|
|
|
|
|
4.1
|
|
Reference is made to Exhibits 3.1, 3.2 and 3.3.
|
|
|
|
4.2
|
|
|
|
|
|
10.1†
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1**
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document.
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
†
|
We have requested confidential treatment for certain portions of this agreement, which have been omitted and filed separately with the SEC pursuant to Rue 24b-2 of the Securities Exchange Act of 1934, as amended.
|
*
|
Indicates management contract or compensatory plan.
|
**
|
These certifications are being furnished solely to accompany this quarterly report pursuant to 18 U.S.C. Section 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
|
|
Regulus Therapeutics Inc.
|
||
Date: November 8, 2018
|
By:
|
|
/s/ Joseph P. Hagan
|
|
|
|
Joseph P. Hagan
|
|
|
|
President and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
Date: November 8, 2018
|
By:
|
|
/s/ Daniel R. Chevallard
|
|
|
|
Daniel R. Chevallard
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial and Accounting Officer)
|
1.
|
Capitalized terms used herein but not otherwise defined shall have the respective meanings given to them in the Loan Agreement.
|
2.
|
Borrower hereby reaffirms the security interest granted by Borrower previously in Section 4.1 of the Loan Agreement with respect to the Collateral (prior to the date hereof) and hereby grants Collateral Agent, for the ratable benefit of the Lenders, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Collateral Agent, for the ratable benefit of the Lenders, such part of the Collateral that was not pledged previously or in which security interest was not granted prior to the Third Amendment Date, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Furthermore, Borrower hereby authorizes Collateral Agent to file financing statements or take any other action required to perfect Collateral Agent’s security interests in the Collateral, without notice to Borrower, with all appropriate jurisdictions to perfect or protect Collateral Agent’s interest or rights under the Loan Documents, including a notice that any disposition of the Collateral, except to the extent permitted by the terms of this Amendment, by Borrower, or any other Person, shall be deemed to violate the rights of Collateral Agent under the Code.
|
3.
|
Section 2.2(b) of the Loan Agreement is hereby amended and restated in its entirety as follows:
|
4.
|
Section 2.2(d) of the Loan Agreement is hereby amended and restated in its entirety as follows:
|
(i)
|
Borrower shall have the option to prepay all, but not less than all, of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loans at least ten (10) days prior to such prepayment, and (ii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other Obligations that are due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts.
|
(ii)
|
Notwithstanding anything herein to the contrary, Borrower shall also have the option to prepay part of Term Loans advanced by the Lenders under this Agreement on or before November 1, 2018, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loans at least ten (10) days prior to such prepayment, (ii) prepays such part of the Term Loans as would reduce the aggregate principal amount of the Term Loans then outstanding to Ten Million Dollars ($10,000,000.00) or less, and (iii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) the portion of outstanding principal of such Term Loans plus all accrued and unpaid interest thereon through the prepayment date, (B) the applicable Final Payment, and and (C) all other Obligations that are then due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. For the purposes of clarity, any partial prepayment shall be applied pro-rata to all outstanding amounts under each Term Loan, and shall be applied pro-rata within each Term Loan tranche to reduce amortization payments under Section 2.2(b) on a pro-rata basis.
|
5.
|
Section 2.5 of the Loan Agreement is hereby amended by deleting the word “and” immediately following Section 2.5(f), replacing “.” at the end of Section 2.5(f) with “; and” and adding Section 2.5(g) thereto as follows:
|
6.
|
Section 5.2(d) of the Loan Agreement is hereby amended and restated as follows:
|
7.
|
Section 6.2(a)(viii) of the Loan Agreement is hereby amended and restated in its entirety as follows:
|
8.
|
Section 6.7 of the Loan Agreement is hereby amended and restated in its entirety as follows:
|
9.
|
The following new Section 7.12 is hereby added to the Loan Agreement:
|
10.
|
Section 13.1 of the Loan Agreement is hereby amended by adding the following definitions thereto in alphabetical order:
|
11.
|
Section 13.1 of the Loan Agreement is hereby amended by amending and restating the following definition therein as follows:
|
12.
|
Section 13.1 of the Loan Agreement is hereby further amended by deleting therefrom the definition of Equity Event.
|
13.
|
Exhibit A
to the Loan Agreement is hereby amended and restated in its entirety as set forth on
Exhibit A
hereto.
|
14.
|
Borrower hereby represents and warrants that a complete and accurate list of its Intellectual Property as of the Third Amendment Date is attached hereto as
Exhibit B
.
|
15.
|
The form of the Compliance Certificate (
Exhibit C
to the Loan Agreement) is hereby amended and restated as set forth on
Exhibit C
attached hereto.
|
16.
|
The Amortization Table attached to the Disbursement Letter dated as of the Effective Date is hereby amended and restated as set forth on the Amortization Table attached as
Exhibit D
hereto.
|
17.
|
Limitation of Amendment.
|
a.
|
The amendments and consents set forth above are effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right, remedy or obligation which Lenders or Borrower may now have or may have in the future under or in connection with any Loan Document, as amended hereby.
|
b.
|
This Amendment shall be construed in connection with and as part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect.
|
18.
|
To induce Collateral Agent and Lenders to enter into this Amendment, Borrower hereby represents and warrants to Collateral Agent and Lenders as follows:
|
a.
|
Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (b) no Event of Default has occurred and is continuing;
|
b.
|
Borrower has the power and due authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment;
|
c.
|
The organizational documents of Borrower delivered to Collateral Agent on the Effective Date, and updated pursuant to subsequent deliveries by the Borrower to the Collateral Agent, remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect;
|
d.
|
The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not and will not contravene (i) any law or regulation binding on or affecting Borrower, (ii) any contractual restriction with a Person binding on Borrower, (iii) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (iv) the organizational documents of Borrower;
|
e.
|
The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on Borrower, except as already has been obtained or made;
|
f.
|
This Amendment has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights; and
|
g.
|
The Borrower hereby remises, releases, acquits, satisfies and forever discharges the Lenders and Collateral Agent, their agents, employees, officers, directors, predecessors, attorneys and all others acting or purporting to act on behalf of or at the direction of the Lenders and Collateral Agent (“
Releasees
”), of and from any and all manner of actions, causes of action, suit, debts, accounts, covenants, contracts, controversies, agreements, variances, damages, judgments, claims and demands whatsoever, in law or in equity, which any of such parties ever had, now has or, to the extent arising from or in connection with any act, omission or state of facts taken or existing on or prior to the date hereof, may have after the date hereof against the Releasees, for, upon or by reason of any matter, cause or thing whatsoever relating to or arising out of the Loan Agreement or the other Loan Documents on or prior to the date hereof through the date hereof. Without limiting the generality of the foregoing, the Borrower waives and affirmatively agrees not to allege or otherwise pursue any defenses, affirmative defenses, counterclaims, claims, causes of action, setoffs or other rights they do, shall or may have as of the date hereof, including the rights to contest: (a) the right of Collateral Agent and each Lender to exercise its rights and remedies described in the Loan Documents; (b) any provision of this Amendment or the Loan Documents; or (c) any conduct of the Lenders or other Releasees relating to or arising out of the Loan Agreement or the other Loan Documents on or prior to the date hereof.
|
19.
|
Except as expressly set forth herein, the Loan Agreement shall continue in full force and effect without alteration or amendment. This Amendment and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements.
|
20.
|
Borrower agrees to promptly pay (but in no event in less than 5 Business Days of invoice date) all unpaid Lenders’ Expenses incurred through the date hereof, which may be debited (or ACH’d) from any of Borrower’s accounts.
|
21.
|
This Amendment shall be deemed effective as of the Third Amendment Date upon (a) the due execution and delivery to Collateral Agent of this Amendment by each party hereto and the execution and delivery by Borrower of the IP Agreement.
|
22.
|
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument.
|
23.
|
This Amendment and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws of the State of California.
|
BORROWER:
|
|
|
|
|
|
REGULUS THERAPEUTICS INC.
|
|
|
|
|
|
By
/s/ Daniel Chevallard
|
|
|
Name: Daniel Chevallard
|
|
|
Title: Chief Financial Officer
|
|
|
|
|
|
COLLATERAL AGENT AND LENDER:
|
|
|
|
|
|
OXFORD FINANCE LLC
|
|
|
|
|
|
By
/s/ Colette H. Featherly
|
|
|
Name:
Colette H. Featherly
|
|
|
Title:
Senior Vice President
|
|
|
Regulus Ref.
(*see notes column)
|
Effective Filing Date
|
Priority Date
|
Title
|
CC
|
Status
|
Serial Number
|
Patent Number
|
Issue Date
|
Publication #
|
Publication Date
|
Notes
|
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|
Thursday, April 26, 2018
|
Trademark List by Trademark
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Page:
1
|
Trademark
|
|
Matter Number
Country
|
Sub Case
Case Type
|
Status
Classes
|
Application
Number/Date
|
Registration
Number/Date
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|
Thursday, April 26, 2018
|
Trademark List by Trademark
|
Page:
2
|
Trademark
|
|
Matter Number
Country
|
Sub Case
Case Type
|
Status
Classes
|
Application
Number/Date
|
Registration
Number/Date
|
|
|
|
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|
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|
TO:
|
OXFORD FINANCE LLC, as Collateral Agent and Lender
|
FROM:
|
REGULUS THERAPEUTICS INC.
|
|
Reporting Covenant
|
Requirement
|
Actual
|
Complies
|
||
1)
|
Financial statements - balance sheet and income statement
|
Monthly within 30 days
|
|
Yes
|
No
|
N/A
|
2)
|
Financial statements - cash flow statement
|
Quarterly within 45 days
|
|
Yes
|
No
|
N/A
|
3)
|
Annual (CPA Audited) statements
|
Within 120 days after FYE
|
|
Yes
|
No
|
N/A
|
4)
|
Annual Financial Projections/Budget (prepared on a monthly basis)
|
Annually (within 45 days of FYE), and when revised
|
|
Yes
|
No
|
N/A
|
5)
|
8‑K, 10‑K and 10‑Q Filings
|
If applicable, within 5 days of filing
|
|
Yes
|
No
|
N/A
|
6)
|
Compliance Certificate
|
Monthly within 30 days
|
|
Yes
|
No
|
N/A
|
7)
|
IP Report
|
When required
|
|
Yes
|
No
|
N/A
|
8)
|
Total amount of Borrower’s cash and cash equivalents at the last day of the measurement period
|
|
$________
|
Yes
|
No
|
N/A
|
9)
|
Total amount of Borrower’s Subsidiaries’ cash and cash equivalents at the last day of the measurement period
|
|
$________
|
Yes
|
No
|
N/A
|
10)
|
Updated Exhibit A to Landlord Waiver
|
Quarterly within 30 days, and in any month in which new Collateral in excess of $100,000 was delivered to 10614 Science Center Dr., San Diego, California 92121
|
|
Yes
|
No
|
N/A
|
11)
|
Cash Out Date:
|
|
|
|
|
|
12)
|
Operative Monthly Cash Burn
|
|
$________
|
|
|
|
13)
|
Past Actual Monthly Cash Burn
|
|
$________
|
|
|
|
14)
|
Projected Monthly Cash Burn
|
|
$________
|
|
|
|
15)
|
Projected Trailing Monthly Cash Burn
|
|
$________
|
|
|
|
16)
|
Cash Out Principal Loan Balance
|
|
$________
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15)
|
110% of Cash Out Principal Loan Balance is less than the total amount of Borrower’s cash and cash equivalents at the last day of the measurement period?
|
|
|
Yes
|
No
|
N/A
|
|
Institution Name
|
Account Number
|
Account Balance as of the date hereof
|
New Account?
|
Account Control Agreement in place?
|
1)
|
|
|
|
Yes
|
No
|
Yes
|
No
|
||
2)
|
|
|
|
Yes
|
No
|
Yes
|
No
|
||
3)
|
|
|
|
Yes
|
No
|
Yes
|
No
|
||
4)
|
|
|
|
Yes
|
No
|
Yes
|
No
|
1)
|
Have there been any changes in management since the last Compliance Certificate?
|
Yes
|
No
|
|
|
|
|
2)
|
Have there been any transfers/sales/disposals/retirement of Collateral or IP prohibited by the Loan Agreement?
|
Yes
|
No
|
|
|
|
|
3)
|
Have there been any new or pending claims or causes of action against Borrower that involve more than Two Hundred Fifty Thousand Dollars ($250,000.00)?
|
Yes
|
No
|
4)
|
Have there been any amendments of or other changes to the Borrower’s Operating Documents or any of its Subsidiaries’ Operating Documents? If the Borrower is no longer subject to Securities Exchange Act of 1934, as amended, have there been any material changes to the capitalization of Borrower? If yes, please provide copies of any such amendments or changes to the Operating Documents and capitalization table, as applicable, with this Compliance Certificate.
|
Yes
|
No
|
|
|
|
|
By: ______________________
|
|
Name: ____________________
|
|
Title: _____________________
|
|
|
|
Date:
|
|
|
LENDER USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
Received by:
|
|
|
Date:
|
|
|
|
|
|
|
|
|
Verified by:
|
|
|
Date:
|
|
|
|
|
|
|
|
|
Compliance Status:
|
Yes
|
No
|
|
Start Date:
|
6/22/2016
|
|
Disclaimer:
|
Interest Rate:
|
8.97885%
|
|
THIS IS A STANDARD AMORTIZATION
|
Term:
|
47
|
23 IO + 24 PI
|
SCHEDULE. IT IS NOT INTENDED TO BE
|
Payment:
|
Varies
|
|
USED FOR PAYOFF PURPOSES.
|
Final Payment:
|
$1,100,000.00
|
5.50%
|
|
Amendment Fee:
|
$125,000.00
|
|
|
Amount:
|
20,000,000.00
|
|
THIS AMORTIZATION SCHEDULE REPRESENTS A
|
Interim Interest Days:
|
9
|
|
FLOATING INTEREST RATE LOAN. INTEREST RATE
|
Interim Interest:
|
$44,894.25
|
|
CHARGED MAY DIFFER FROM RATE PER THIS
|
|
|
|
SCHEDULE BASED ON THE TERMS OF THE LOAN AGREEMENT
|
PMT
No.
|
Payment
Date
|
Beginning
Balance
|
Monthly
Payment
|
Interest
|
Principal
|
Ending
Balance
|
|
|
|
|
|
|
|
|
7/1/16
|
|
Interim Interest Due
|
|
$20,000,000.00
|
|
1
|
8/1/16
|
$20,000,000.00
|
$154,635.75
|
$154,635.75
|
$0.00
|
$20,000,000.00
|
2
|
9/1/16
|
$20,000,000.00
|
$154,635.75
|
$154,635.75
|
$0.00
|
$20,000,000.00
|
3
|
10/1/16
|
$20,000,000.00
|
$149,647.50
|
$149,647.50
|
$0.00
|
$20,000,000.00
|
4
|
11/1/16
|
$20,000,000.00
|
$154,635.75
|
$154,635.75
|
$0.00
|
$20,000,000.00
|
5
|
12/1/16
|
$20,000,000.00
|
$149,647.50
|
$149,647.50
|
$0.00
|
$20,000,000.00
|
6
|
1/1/17
|
$20,000,000.00
|
$154,635.75
|
$154,635.75
|
$0.00
|
$20,000,000.00
|
7
|
2/1/17
|
$20,000,000.00
|
$154,635.75
|
$154,635.75
|
$0.00
|
$20,000,000.00
|
8
|
3/1/17
|
$20,000,000.00
|
$139,671.00
|
$139,671.00
|
$0.00
|
$20,000,000.00
|
9
|
4/1/17
|
$20,000,000.00
|
$154,635.75
|
$154,635.75
|
$0.00
|
$20,000,000.00
|
10
|
5/1/17
|
$20,000,000.00
|
$149,647.50
|
$149,647.50
|
$0.00
|
$20,000,000.00
|
11
|
6/1/17
|
$20,000,000.00
|
$154,635.75
|
$154,635.75
|
$0.00
|
$20,000,000.00
|
12
|
7/1/17
|
$20,000,000.00
|
$149,647.50
|
$149,647.50
|
$0.00
|
$20,000,000.00
|
13
|
8/1/17
|
$20,000,000.00
|
$154,635.75
|
$154,635.75
|
$0.00
|
$20,000,000.00
|
14
|
9/1/17
|
$20,000,000.00
|
$154,635.75
|
$154,635.75
|
$0.00
|
$20,000,000.00
|
15
|
10/1/17
|
$20,000,000.00
|
$149,647.50
|
$149,647.50
|
$0.00
|
$20,000,000.00
|
16
|
11/1/17
|
$20,000,000.00
|
$154,635.75
|
$154,635.75
|
$0.00
|
$20,000,000.00
|
17
|
12/1/17
|
$20,000,000.00
|
$149,647.50
|
$149,647.50
|
$0.00
|
$20,000,000.00
|
18
|
1/1/18
|
$20,000,000.00
|
$154,635.75
|
$154,635.75
|
$0.00
|
$20,000,000.00
|
19
|
2/1/18
|
$20,000,000.00
|
$154,635.75
|
$154,635.75
|
$0.00
|
$20,000,000.00
|
20
|
3/1/18
|
$20,000,000.00
|
$139,671.00
|
$139,671.00
|
$0.00
|
$20,000,000.00
|
21
|
4/1/18
|
$20,000,000.00
|
$154,635.75
|
$154,635.75
|
$0.00
|
$20,000,000.00
|
22
|
5/1/18
|
$20,000,000.00
|
$149,647.50
|
$149,647.50
|
$0.00
|
$20,000,000.00
|
23
|
6/1/18
|
$20,000,000.00
|
$154,635.75
|
$154,635.75
|
$0.00
|
$20,000,000.00
|
24
|
7/1/18
|
$20,000,000.00
|
$982,980.83
|
$149,647.50
|
$833,333.33
|
$19,166,666.67
|
25
|
8/1/18
|
$19,166,666.67
|
$148,192.59
|
$148,192.59
|
$0.00
|
$19,166,666.67
|
26
|
9/1/18
|
$19,166,666.67
|
$148,192.59
|
$148,192.59
|
$0.00
|
$19,166,666.67
|
27
|
10/1/18
|
$19,166,666.67
|
$143,412.19
|
$143,412.19
|
$0.00
|
$19,166,666.67
|
28
|
11/1/18
|
$19,166,666.67
|
$1,106,525.93
|
$148,192.59
|
$958,333.33
|
$18,208,333.33
|
29
|
12/1/18
|
$18,208,333.33
|
$1,094,574.91
|
$136,241.58
|
$958,333.33
|
$17,250,000.00
|
30
|
1/1/19
|
$17,250,000.00
|
$1,091,706.67
|
$133,373.33
|
$958,333.33
|
$16,291,666.67
|
31
|
2/1/19
|
$16,291,666.67
|
$1,084,297.04
|
$125,963.70
|
$958,333.33
|
$15,333,333.33
|
32
|
3/1/19
|
$15,333,333.33
|
$1,065,414.43
|
$107,081.10
|
$958,333.33
|
$14,375,000.00
|
33
|
4/1/19
|
$14,375,000.00
|
$1,069,477.78
|
$111,144.45
|
$958,333.33
|
$13,416,666.67
|
34
|
5/1/19
|
$13,416,666.67
|
$1,058,721.86
|
$100,388.53
|
$958,333.33
|
$12,458,333.33
|
35
|
6/1/19
|
$12,458,333.33
|
$1,054,658.52
|
$96,325.19
|
$958,333.33
|
$11,500,000.00
|
36
|
7/1/19
|
$11,500,000.00
|
$1,044,380.65
|
$86,047.31
|
$958,333.33
|
$10,541,666.67
|
37
|
8/1/19
|
$10,541,666.67
|
$1,039,839.26
|
$81,505.93
|
$958,333.33
|
$9,583,333.33
|
38
|
9/1/19
|
$9,583,333.33
|
$1,032,429.63
|
$74,096.30
|
$958,333.33
|
$8,625,000.00
|
39
|
10/1/19
|
$8,625,000.00
|
$1,022,868.82
|
$64,535.48
|
$958,333.33
|
$7,666,666.67
|
40
|
11/1/19
|
$7,666,666.67
|
$1,017,610.37
|
$59,277.04
|
$958,333.33
|
$6,708,333.33
|
41
|
12/1/19
|
$6,708,333.33
|
$1,008,527.60
|
$50,194.27
|
$958,333.33
|
$5,750,000.00
|
42
|
1/1/20
|
$5,750,000.00
|
$1,002,791.11
|
$44,457.78
|
$958,333.33
|
$4,791,666.67
|
43
|
2/1/20
|
$4,791,666.67
|
$995,381.48
|
$37,048.15
|
$958,333.33
|
$3,833,333.33
|
44
|
3/1/20
|
$3,833,333.33
|
$986,059.69
|
$27,726.36
|
$958,333.33
|
$2,875,000.00
|
45
|
4/1/20
|
$2,875,000.00
|
$980,562.22
|
$22,228.89
|
$958,333.33
|
$1,916,666.67
|
46
|
5/1/20
|
$1,916,666.67
|
$972,674.55
|
$14,341.22
|
$958,333.33
|
$958,333.33
|
47
|
6/1/20
|
$958,333.33
|
$965,742.96
|
$7,409.63
|
$958,333.33
|
($0.00)
|
Final
|
6/1/20
|
Final Payment
|
$1,125,000.00
|
$1,125,000.00
|
$0.00
|
|
|
|
|
|
|
|
|
|
|
Totals
|
$26,733,798.69
|
$6,733,798.69
|
$20,000,000.00
|
|
Start Date:
|
6/22/2016
|
|
Disclaimer:
|
Interest Rate:
|
8.97885%
|
|
THIS IS A STANDARD AMORTIZATION
|
Term:
|
47
|
23 IO + 24 PI
|
SCHEDULE. IT IS NOT INTENDED TO BE
|
Payment:
|
Varies
|
|
USED FOR PAYOFF PURPOSES.
|
Final Payment:
|
$385,000.00
|
5.5%
|
|
Amendment Fee:
|
$43,750.00
|
|
|
Amount:
|
7,000,000.00
|
|
THIS AMORTIZATION SCHEDULE REPRESENTS A
|
Interim Interest Days:
|
9
|
|
FLOATING INTEREST RATE LOAN. INTEREST RATE
|
Interim Interest:
|
$15,712.99
|
|
CHARGED MAY DIFFER FROM RATE PER THIS
|
|
|
|
SCHEDULE BASED ON THE TERMS OF THE LOAN AGREEMENT
|
PMT
No.
|
Payment
Date
|
Beginning
Balance
|
Monthly
Payment
|
Interest
|
Principal
|
Ending
Balance
|
|
|
|
|
|
|
|
|
7/1/2016
|
|
Interim Interest Due
|
|
$7,000,000.00
|
|
1
|
8/1/2016
|
$7,000,000.00
|
$54,122.51
|
$54,122.51
|
$—
|
$7,000,000.00
|
2
|
9/1/2016
|
$7,000,000.00
|
$54,122.51
|
$54,122.51
|
$—
|
$7,000,000.00
|
3
|
10/1/2016
|
$7,000,000.00
|
$52,376.63
|
$52,376.63
|
$—
|
$7,000,000.00
|
4
|
11/1/2016
|
$7,000,000.00
|
$54,122.51
|
$54,122.51
|
$—
|
$7,000,000.00
|
5
|
12/1/2016
|
$7,000,000.00
|
$52,376.63
|
$52,376.63
|
$—
|
$7,000,000.00
|
6
|
1/1/2017
|
$7,000,000.00
|
$54,122.51
|
$54,122.51
|
$—
|
$7,000,000.00
|
7
|
2/1/2017
|
$7,000,000.00
|
$54,122.51
|
$54,122.51
|
$—
|
$7,000,000.00
|
8
|
3/1/2017
|
$7,000,000.00
|
$48,884.85
|
$48,884.85
|
$—
|
$7,000,000.00
|
9
|
4/1/2017
|
$7,000,000.00
|
$54,122.51
|
$54,122.51
|
$—
|
$7,000,000.00
|
10
|
5/1/2017
|
$7,000,000.00
|
$52,376.63
|
$52,376.63
|
$—
|
$7,000,000.00
|
11
|
6/1/2017
|
$7,000,000.00
|
$54,122.51
|
$54,122.51
|
$—
|
$7,000,000.00
|
12
|
7/1/2017
|
$7,000,000.00
|
$52,376.63
|
$52,376.63
|
$—
|
$7,000,000.00
|
13
|
8/1/2017
|
$7,000,000.00
|
$54,122.51
|
$54,122.51
|
$—
|
$7,000,000.00
|
14
|
9/1/2017
|
$7,000,000.00
|
$54,122.51
|
$54,122.51
|
$—
|
$7,000,000.00
|
15
|
10/1/2017
|
$7,000,000.00
|
$52,376.63
|
$52,376.63
|
$—
|
$7,000,000.00
|
16
|
11/1/2017
|
$7,000,000.00
|
$54,122.51
|
$54,122.51
|
$—
|
$7,000,000.00
|
17
|
12/1/2017
|
$7,000,000.00
|
$52,376.63
|
$52,376.63
|
$—
|
$7,000,000.00
|
18
|
1/1/2018
|
$7,000,000.00
|
$54,122.51
|
$54,122.51
|
$—
|
$7,000,000.00
|
19
|
2/1/2018
|
$7,000,000.00
|
$54,122.51
|
$54,122.51
|
$—
|
$7,000,000.00
|
20
|
3/1/2018
|
$7,000,000.00
|
$48,884.85
|
$48,884.85
|
$—
|
$7,000,000.00
|
21
|
4/1/2018
|
$7,000,000.00
|
$54,122.51
|
$54,122.51
|
$—
|
$7,000,000.00
|
22
|
5/1/2018
|
$7,000,000.00
|
$52,376.63
|
$52,376.63
|
$—
|
$7,000,000.00
|
23
|
6/1/2018
|
$7,000,000.00
|
$54,122.51
|
$54,122.51
|
$—
|
$7,000,000.00
|
24
|
7/1/2018
|
$7,000,000.00
|
$344,043.29
|
$52,376.63
|
$291,666.67
|
$6,708,333.33
|
25
|
8/1/2018
|
$6,708,333.33
|
$51,867.41
|
$51,867.41
|
$—
|
$6,708,333.33
|
26
|
9/1/2018
|
$6,708,333.33
|
$51,867.41
|
$51,867.41
|
$—
|
$6,708,333.33
|
27
|
10/1/2018
|
$6,708,333.33
|
$50,194.27
|
$50,194.27
|
$—
|
$6,708,333.33
|
28
|
11/1/2018
|
$6,708,333.33
|
$387,284.07
|
$51,867.41
|
$335,416.67
|
$6,372,916.67
|
29
|
12/1/2018
|
$6,372,916.67
|
$383,101.22
|
$47,684.55
|
$335,416.67
|
$6,037,500.00
|
30
|
1/1/2019
|
$6,037,500.00
|
$382,097.33
|
$46,680.67
|
$335,416.67
|
$5,702,083.33
|
31
|
2/1/2019
|
$5,702,083.33
|
$379,503.96
|
$44,087.30
|
$335,416.67
|
$5,366,666.67
|
32
|
3/1/2019
|
$5,366,666.67
|
$372,895.05
|
$37,478.39
|
$335,416.67
|
$5,031,250.00
|
33
|
4/1/2019
|
$5,031,250.00
|
$374,317.22
|
$38,900.56
|
$335,416.67
|
$4,695,833.33
|
34
|
5/1/2019
|
$4,695,833.33
|
$370,552.65
|
$35,135.99
|
$335,416.67
|
$4,360,416.67
|
35
|
6/1/2019
|
$4,360,416.67
|
$369,130.48
|
$33,713.82
|
$335,416.67
|
$4,025,000.00
|
36
|
7/1/2019
|
$4,025,000.00
|
$365,533.23
|
$30,116.56
|
$335,416.67
|
$3,689,583.33
|
37
|
8/1/2019
|
$3,689,583.33
|
$363,943.74
|
$28,527.07
|
$335,416.67
|
$3,354,166.67
|
38
|
9/1/2019
|
$3,354,166.67
|
$361,350.37
|
$25,933.70
|
$335,416.67
|
$3,018,750.00
|
39
|
10/1/2019
|
$3,018,750.00
|
$358,004.09
|
$22,587.42
|
$335,416.67
|
$2,683,333.33
|
40
|
11/1/2019
|
$2,683,333.33
|
$356,163.63
|
$20,746.96
|
$335,416.67
|
$2,347,916.67
|
41
|
12/1/2019
|
$2,347,916.67
|
$352,984.66
|
$17,567.99
|
$335,416.67
|
$2,012,500.00
|
42
|
1/1/2020
|
$2,012,500.00
|
$350,976.89
|
$15,560.22
|
$335,416.67
|
$1,677,083.33
|
43
|
2/1/2020
|
$1,677,083.33
|
$348,383.52
|
$12,966.85
|
$335,416.67
|
$1,341,666.67
|
44
|
3/1/2020
|
$1,341,666.67
|
$345,120.89
|
$9,704.22
|
$335,416.67
|
$1,006,250.00
|
45
|
4/1/2020
|
$1,006,250.00
|
$343,196.78
|
$7,780.11
|
$335,416.67
|
$670,833.33
|
46
|
5/1/2020
|
$670,833.33
|
$340,436.09
|
$5,019.43
|
$335,416.67
|
$335,416.67
|
47
|
6/1/2020
|
$335,416.67
|
$338,010.04
|
$2,593.37
|
$335,416.67
|
$—
|
Final
|
6/1/2020
|
Final Payment
|
$393,750.00
|
$393,750.00
|
$—
|
|
|
|
|
|
|
|
|
|
|
Totals
|
$9,356,829.54
|
$2,356,829.54
|
$7,000,000.00
|
|
Start Date:
|
6/22/2016
|
|
Disclaimer:
|
Interest Rate:
|
8.97885%
|
|
THIS IS A STANDARD AMORTIZATION
|
Term:
|
47
|
23 IO + 24 PI
|
SCHEDULE. IT IS NOT INTENDED TO BE
|
Payment:
|
Varies
|
|
USED FOR PAYOFF PURPOSES.
|
Final Payment:
|
$275,000.00
|
5.5%
|
|
Amendment Fee:
|
$31,250.00
|
|
|
Amount:
|
5,000,000.00
|
|
THIS AMORTIZATION SCHEDULE REPRESENTS A
|
Interim Interest Days:
|
9
|
|
FLOATING INTEREST RATE LOAN. INTEREST RATE
|
Interim Interest:
|
$11,223.56
|
|
CHARGED MAY DIFFER FROM RATE PER THIS
|
|
|
|
SCHEDULE BASED ON THE TERMS OF THE LOAN AGREEMENT
|
PMT
No.
|
Payment
Date
|
Beginning
Balance
|
Monthly
Payment
|
Interest
|
Principal
|
Ending
Balance
|
|
|
|
|
|
|
|
|
7/1/2016
|
|
Interim Interest Due
|
|
$5,000,000.00
|
|
1
|
8/1/2016
|
$5,000,000.00
|
$38,658.94
|
$38,658.94
|
$—
|
$5,000,000.00
|
2
|
9/1/2016
|
$5,000,000.00
|
$38,658.94
|
$38,658.94
|
$—
|
$5,000,000.00
|
3
|
10/1/2016
|
$5,000,000.00
|
$37,411.88
|
$37,411.88
|
$—
|
$5,000,000.00
|
4
|
11/1/2016
|
$5,000,000.00
|
$38,658.94
|
$38,658.94
|
$—
|
$5,000,000.00
|
5
|
12/1/2016
|
$5,000,000.00
|
$37,411.88
|
$37,411.88
|
$—
|
$5,000,000.00
|
6
|
1/1/2017
|
$5,000,000.00
|
$38,658.94
|
$38,658.94
|
$—
|
$5,000,000.00
|
7
|
2/1/2017
|
$5,000,000.00
|
$38,658.94
|
$38,658.94
|
$—
|
$5,000,000.00
|
8
|
3/1/2017
|
$5,000,000.00
|
$34,917.75
|
$34,917.75
|
$—
|
$5,000,000.00
|
9
|
4/1/2017
|
$5,000,000.00
|
$38,658.94
|
$38,658.94
|
$—
|
$5,000,000.00
|
10
|
5/1/2017
|
$5,000,000.00
|
$37,411.88
|
$37,411.88
|
$—
|
$5,000,000.00
|
11
|
6/1/2017
|
$5,000,000.00
|
$38,658.94
|
$38,658.94
|
$—
|
$5,000,000.00
|
12
|
7/1/2017
|
$5,000,000.00
|
$37,411.88
|
$37,411.88
|
$—
|
$5,000,000.00
|
13
|
8/1/2017
|
$5,000,000.00
|
$38,658.94
|
$38,658.94
|
$—
|
$5,000,000.00
|
14
|
9/1/2017
|
$5,000,000.00
|
$38,658.94
|
$38,658.94
|
$—
|
$5,000,000.00
|
15
|
10/1/2017
|
$5,000,000.00
|
$37,411.88
|
$37,411.88
|
$—
|
$5,000,000.00
|
16
|
11/1/2017
|
$5,000,000.00
|
$38,658.94
|
$38,658.94
|
$—
|
$5,000,000.00
|
17
|
12/1/2017
|
$5,000,000.00
|
$37,411.88
|
$37,411.88
|
$—
|
$5,000,000.00
|
18
|
1/1/2018
|
$5,000,000.00
|
$38,658.94
|
$38,658.94
|
$—
|
$5,000,000.00
|
19
|
2/1/2018
|
$5,000,000.00
|
$38,658.94
|
$38,658.94
|
$—
|
$5,000,000.00
|
20
|
3/1/2018
|
$5,000,000.00
|
$34,917.75
|
$34,917.75
|
$—
|
$5,000,000.00
|
21
|
4/1/2018
|
$5,000,000.00
|
$38,658.94
|
$38,658.94
|
$—
|
$5,000,000.00
|
22
|
5/1/2018
|
$5,000,000.00
|
$37,411.88
|
$37,411.88
|
$—
|
$5,000,000.00
|
23
|
6/1/2018
|
$5,000,000.00
|
$38,658.94
|
$38,658.94
|
$—
|
$5,000,000.00
|
24
|
7/1/2018
|
$5,000,000.00
|
$245,745.21
|
$37,411.88
|
$208,333.33
|
$4,791,666.67
|
25
|
8/1/2018
|
$4,791,666.67
|
$37,048.15
|
$37,048.15
|
$—
|
$4,791,666.67
|
26
|
9/1/2018
|
$4,791,666.67
|
$37,048.15
|
$37,048.15
|
$—
|
$4,791,666.67
|
27
|
10/1/2018
|
$4,791,666.67
|
$35,853.05
|
$35,853.05
|
$—
|
$4,791,666.67
|
28
|
11/1/2018
|
$4,791,666.67
|
$276,631.48
|
$37,048.15
|
$239,583.33
|
$4,552,083.33
|
29
|
12/1/2018
|
$4,552,083.33
|
$273,643.73
|
$34,060.39
|
$239,583.33
|
$4,312,500.00
|
30
|
1/1/2019
|
$4,312,500.00
|
$272,926.67
|
$33,343.33
|
$239,583.33
|
$4,072,916.67
|
31
|
2/1/2019
|
$4,072,916.67
|
$271,074.26
|
$31,490.93
|
$239,583.33
|
$3,833,333.33
|
32
|
3/1/2019
|
$3,833,333.33
|
$266,353.61
|
$26,770.28
|
$239,583.33
|
$3,593,750.00
|
33
|
4/1/2019
|
$3,593,750.00
|
$267,369.44
|
$27,786.11
|
$239,583.33
|
$3,354,166.67
|
34
|
5/1/2019
|
$3,354,166.67
|
$264,680.47
|
$25,097.13
|
$239,583.33
|
$3,114,583.33
|
35
|
6/1/2019
|
$3,114,583.33
|
$263,664.63
|
$24,081.3
|
$239,583.33
|
$2,875,000.00
|
36
|
7/1/2019
|
$2,875,000.00
|
$261,095.16
|
$21,511.83
|
$239,583.33
|
$2,635,416.67
|
37
|
8/1/2019
|
$2,635,416.67
|
$259,959.81
|
$20,376.48
|
$239,583.33
|
$2,395,833.33
|
38
|
9/1/2019
|
$2,395,833.33
|
$258,107.41
|
$18,524.07
|
$239,583.33
|
$2,156,250.00
|
39
|
10/1/2019
|
$2,156,250.00
|
$255,717.2
|
$16,133.87
|
$239,583.33
|
$1,916,666.67
|
40
|
11/1/2019
|
$1,916,666.67
|
$254,402.59
|
$14,819.26
|
$239,583.33
|
$1,677,083.33
|
41
|
12/1/2019
|
$1,677,083.33
|
$252,131.9
|
$12,548.57
|
$239,583.33
|
$1,437,500.00
|
42
|
1/1/2020
|
$1,437,500.00
|
$250,697.78
|
$11,114.44
|
$239,583.33
|
$1,197,916.67
|
43
|
2/1/2020
|
$1,197,916.67
|
$248,845.37
|
$9,262.04
|
$239,583.33
|
$958,333.33
|
44
|
3/1/2020
|
$958,333.33
|
$246,514.92
|
$6,931.59
|
$239,583.33
|
$718,750.00
|
45
|
4/1/2020
|
$718,750.00
|
$245,140.56
|
$5,557.22
|
$239,583.33
|
$479,166.67
|
46
|
5/1/2020
|
$479,166.67
|
$243,168.64
|
$3,585.3
|
$239,583.33
|
$239,583.33
|
47
|
6/1/2020
|
$239,583.33
|
$241,435.74
|
$1,852.41
|
$239,583.33
|
$—
|
Final
|
6/1/2020
|
Final Payment
|
$281,250.00
|
$281,250.00
|
$—
|
|
|
|
|
|
|
|
|
|
|
Totals
|
$6,683,449.67
|
$1,683,449.67
|
$5,000,000.00
|
|
Start Date:
|
6/22/2016
|
|
Disclaimer:
|
Interest Rate:
|
8.97885%
|
|
THIS IS A STANDARD AMORTIZATION
|
Term:
|
47
|
23 IO + 24 PI
|
SCHEDULE. IT IS NOT INTENDED TO BE
|
Payment:
|
Varies
|
|
USED FOR PAYOFF PURPOSES.
|
Final Payment:
|
$275,000.00
|
5.5%
|
|
Amendment Fee:
|
$31,250.00
|
|
|
Amount:
|
5,000,000.00
|
|
THIS AMORTIZATION SCHEDULE REPRESENTS A
|
Interim Interest Days:
|
9
|
|
FLOATING INTEREST RATE LOAN. INTEREST RATE
|
Interim Interest:
|
$11,223.56
|
|
CHARGED MAY DIFFER FROM RATE PER THIS
|
|
|
|
SCHEDULE BASED ON THE TERMS OF THE LOAN AGREEMENT
|
PMT
No.
|
Payment
Date
|
Beginning
Balance
|
Monthly
Payment
|
Interest
|
Principal
|
Ending
Balance
|
|
|
|
|
|
|
|
|
7/1/2016
|
|
Interim Interest Due
|
|
$5,000,000.00
|
|
1
|
8/1/2016
|
$5,000,000.00
|
$38,658.94
|
$38,658.94
|
$—
|
$5,000,000.00
|
2
|
9/1/2016
|
$5,000,000.00
|
$38,658.94
|
$38,658.94
|
$—
|
$5,000,000.00
|
3
|
10/1/2016
|
$5,000,000.00
|
$37,411.88
|
$37,411.88
|
$—
|
$5,000,000.00
|
4
|
11/1/2016
|
$5,000,000.00
|
$38,658.94
|
$38,658.94
|
$—
|
$5,000,000.00
|
5
|
12/1/2016
|
$5,000,000.00
|
$37,411.88
|
$37,411.88
|
$—
|
$5,000,000.00
|
6
|
1/1/2017
|
$5,000,000.00
|
$38,658.94
|
$38,658.94
|
$—
|
$5,000,000.00
|
7
|
2/1/2017
|
$5,000,000.00
|
$38,658.94
|
$38,658.94
|
$—
|
$5,000,000.00
|
8
|
3/1/2017
|
$5,000,000.00
|
$34,917.75
|
$34,917.75
|
$—
|
$5,000,000.00
|
9
|
4/1/2017
|
$5,000,000.00
|
$38,658.94
|
$38,658.94
|
$—
|
$5,000,000.00
|
10
|
5/1/2017
|
$5,000,000.00
|
$37,411.88
|
$37,411.88
|
$—
|
$5,000,000.00
|
11
|
6/1/2017
|
$5,000,000.00
|
$38,658.94
|
$38,658.94
|
$—
|
$5,000,000.00
|
12
|
7/1/2017
|
$5,000,000.00
|
$37,411.88
|
$37,411.88
|
$—
|
$5,000,000.00
|
13
|
8/1/2017
|
$5,000,000.00
|
$38,658.94
|
$38,658.94
|
$—
|
$5,000,000.00
|
14
|
9/1/2017
|
$5,000,000.00
|
$38,658.94
|
$38,658.94
|
$—
|
$5,000,000.00
|
15
|
10/1/2017
|
$5,000,000.00
|
$37,411.88
|
$37,411.88
|
$—
|
$5,000,000.00
|
16
|
11/1/2017
|
$5,000,000.00
|
$38,658.94
|
$38,658.94
|
$—
|
$5,000,000.00
|
17
|
12/1/2017
|
$5,000,000.00
|
$37,411.88
|
$37,411.88
|
$—
|
$5,000,000.00
|
18
|
1/1/2018
|
$5,000,000.00
|
$38,658.94
|
$38,658.94
|
$—
|
$5,000,000.00
|
19
|
2/1/2018
|
$5,000,000.00
|
$38,658.94
|
$38,658.94
|
$—
|
$5,000,000.00
|
20
|
3/1/2018
|
$5,000,000.00
|
$34,917.75
|
$34,917.75
|
$—
|
$5,000,000.00
|
21
|
4/1/2018
|
$5,000,000.00
|
$38,658.94
|
$38,658.94
|
$—
|
$5,000,000.00
|
22
|
5/1/2018
|
$5,000,000.00
|
$37,411.88
|
$37,411.88
|
$—
|
$5,000,000.00
|
23
|
6/1/2018
|
$5,000,000.00
|
$38,658.94
|
$38,658.94
|
$—
|
$5,000,000.00
|
24
|
7/1/2018
|
$5,000,000.00
|
$245,745.21
|
$37,411.88
|
$208,333.33
|
$4,791,666.67
|
25
|
8/1/2018
|
$4,791,666.67
|
$37,048.15
|
$37,048.15
|
$—
|
$4,791,666.67
|
26
|
9/1/2018
|
$4,791,666.67
|
$37,048.15
|
$37,048.15
|
$—
|
$4,791,666.67
|
27
|
10/1/2018
|
$4,791,666.67
|
$35,853.05
|
$35,853.05
|
$—
|
$4,791,666.67
|
28
|
11/1/2018
|
$4,791,666.67
|
$276,631.48
|
$37,048.15
|
$239,583.33
|
$4,552,083.33
|
29
|
12/1/2018
|
$4,552,083.33
|
$273,643.73
|
$34,060.39
|
$239,583.33
|
$4,312,500.00
|
30
|
1/1/2019
|
$4,312,500.00
|
$272,926.67
|
$33,343.33
|
$239,583.33
|
$4,072,916.67
|
31
|
2/1/2019
|
$4,072,916.67
|
$271,074.26
|
$31,490.93
|
$239,583.33
|
$3,833,333.33
|
32
|
3/1/2019
|
$3,833,333.33
|
$266,353.61
|
$26,770.28
|
$239,583.33
|
$3,593,750.00
|
33
|
4/1/2019
|
$3,593,750.00
|
$267,369.44
|
$27,786.11
|
$239,583.33
|
$3,354,166.67
|
34
|
5/1/2019
|
$3,354,166.67
|
$264,680.47
|
$25,097.13
|
$239,583.33
|
$3,114,583.33
|
35
|
6/1/2019
|
$3,114,583.33
|
$263,664.63
|
$24,081.3
|
$239,583.33
|
$2,875,000.00
|
36
|
7/1/2019
|
$2,875,000.00
|
$261,095.16
|
$21,511.83
|
$239,583.33
|
$2,635,416.67
|
37
|
8/1/2019
|
$2,635,416.67
|
$259,959.81
|
$20,376.48
|
$239,583.33
|
$2,395,833.33
|
38
|
9/1/2019
|
$2,395,833.33
|
$258,107.41
|
$18,524.07
|
$239,583.33
|
$2,156,250.00
|
39
|
10/1/2019
|
$2,156,250.00
|
$255,717.2
|
$16,133.87
|
$239,583.33
|
$1,916,666.67
|
40
|
11/1/2019
|
$1,916,666.67
|
$254,402.59
|
$14,819.26
|
$239,583.33
|
$1,677,083.33
|
41
|
12/1/2019
|
$1,677,083.33
|
$252,131.9
|
$12,548.57
|
$239,583.33
|
$1,437,500.00
|
42
|
1/1/2020
|
$1,437,500.00
|
$250,697.78
|
$11,114.44
|
$239,583.33
|
$1,197,916.67
|
43
|
2/1/2020
|
$1,197,916.67
|
$248,845.37
|
$9,262.04
|
$239,583.33
|
$958,333.33
|
44
|
3/1/2020
|
$958,333.33
|
$246,514.92
|
$6,931.59
|
$239,583.33
|
$718,750.00
|
45
|
4/1/2020
|
$718,750.00
|
$245,140.56
|
$5,557.22
|
$239,583.33
|
$479,166.67
|
46
|
5/1/2020
|
$479,166.67
|
$243,168.64
|
$3,585.3
|
$239,583.33
|
$239,583.33
|
47
|
6/1/2020
|
$239,583.33
|
$241,435.74
|
$1,852.41
|
$239,583.33
|
$—
|
Final
|
6/1/2020
|
Final Payment
|
$281,250.00
|
$281,250.00
|
$—
|
|
|
|
|
|
|
|
|
|
|
Totals
|
$6,683,449.67
|
$1,683,449.67
|
$5,000,000.00
|
|
Start Date:
|
6/22/2016
|
|
Disclaimer:
|
Interest Rate:
|
8.97885%
|
|
THIS IS A STANDARD AMORTIZATION
|
Term:
|
47
|
23 IO + 24 PI
|
SCHEDULE. IT IS NOT INTENDED TO BE
|
Payment:
|
Varies
|
|
USED FOR PAYOFF PURPOSES.
|
Final Payment:
|
$165,000.00
|
5.5%
|
|
Amendment Fee:
|
$18,750.00
|
|
|
Amount:
|
3,000,000.00
|
|
THIS AMORTIZATION SCHEDULE REPRESENTS A
|
Interim Interest Days:
|
9
|
|
FLOATING INTEREST RATE LOAN. INTEREST RATE
|
Interim Interest:
|
$6,734.14
|
|
CHARGED MAY DIFFER FROM RATE PER THIS
|
|
|
|
SCHEDULE BASED ON THE TERMS OF THE LOAN AGREEMENT
|
PMT
No.
|
Payment
Date
|
Beginning
Balance
|
Monthly
Payment
|
Interest
|
Principal
|
Ending
Balance
|
|
|
|
|
|
|
|
|
7/1/2016
|
|
Interim Interest Due
|
|
$3,000,000.00
|
|
1
|
8/1/2016
|
$3,000,000.00
|
$23,195.36
|
$23,195.36
|
$—
|
$3,000,000.00
|
2
|
9/1/2016
|
$3,000,000.00
|
$23,195.36
|
$23,195.36
|
$—
|
$3,000,000.00
|
3
|
10/1/2016
|
$3,000,000.00
|
$22,447.13
|
$22,447.13
|
$—
|
$3,000,000.00
|
4
|
11/1/2016
|
$3,000,000.00
|
$23,195.36
|
$23,195.36
|
$—
|
$3,000,000.00
|
5
|
12/1/2016
|
$3,000,000.00
|
$22,447.13
|
$22,447.13
|
$—
|
$3,000,000.00
|
6
|
1/1/2017
|
$3,000,000.00
|
$23,195.36
|
$23,195.36
|
$—
|
$3,000,000.00
|
7
|
2/1/2017
|
$3,000,000.00
|
$23,195.36
|
$23,195.36
|
$—
|
$3,000,000.00
|
8
|
3/1/2017
|
$3,000,000.00
|
$20,950.65
|
$20,950.65
|
$—
|
$3,000,000.00
|
9
|
4/1/2017
|
$3,000,000.00
|
$23,195.36
|
$23,195.36
|
$—
|
$3,000,000.00
|
10
|
5/1/2017
|
$3,000,000.00
|
$22,447.13
|
$22,447.13
|
$—
|
$3,000,000.00
|
11
|
6/1/2017
|
$3,000,000.00
|
$23,195.36
|
$23,195.36
|
$—
|
$3,000,000.00
|
12
|
7/1/2017
|
$3,000,000.00
|
$22,447.13
|
$22,447.13
|
$—
|
$3,000,000.00
|
13
|
8/1/2017
|
$3,000,000.00
|
$23,195.36
|
$23,195.36
|
$—
|
$3,000,000.00
|
14
|
9/1/2017
|
$3,000,000.00
|
$23,195.36
|
$23,195.36
|
$—
|
$3,000,000.00
|
15
|
10/1/2017
|
$3,000,000.00
|
$22,447.13
|
$22,447.13
|
$—
|
$3,000,000.00
|
16
|
11/1/2017
|
$3,000,000.00
|
$23,195.36
|
$23,195.36
|
$—
|
$3,000,000.00
|
17
|
12/1/2017
|
$3,000,000.00
|
$22,447.13
|
$22,447.13
|
$—
|
$3,000,000.00
|
18
|
1/1/2018
|
$3,000,000.00
|
$23,195.36
|
$23,195.36
|
$—
|
$3,000,000.00
|
19
|
2/1/2018
|
$3,000,000.00
|
$23,195.36
|
$23,195.36
|
$—
|
$3,000,000.00
|
20
|
3/1/2018
|
$3,000,000.00
|
$20,950.65
|
$20,950.65
|
$—
|
$3,000,000.00
|
21
|
4/1/2018
|
$3,000,000.00
|
$23,195.36
|
$23,195.36
|
$—
|
$3,000,000.00
|
22
|
5/1/2018
|
$3,000,000.00
|
$22,447.13
|
$22,447.13
|
$—
|
$3,000,000.00
|
23
|
6/1/2018
|
$3,000,000.00
|
$23,195.36
|
$23,195.36
|
$—
|
$3,000,000.00
|
24
|
7/1/2018
|
$3,000,000.00
|
$147,447.13
|
$22,447.13
|
$125,000
|
$2,875,000
|
25
|
8/1/2018
|
$2,875,000
|
$22,228.89
|
$22,228.89
|
$—
|
$2,875,000
|
26
|
9/1/2018
|
$2,875,000
|
$22,228.89
|
$22,228.89
|
$—
|
$2,875,000
|
27
|
10/1/2018
|
$2,875,000
|
$21,511.83
|
$21,511.83
|
$—
|
$2,875,000
|
28
|
11/1/2018
|
$2,875,000
|
$165,978.89
|
$22,228.89
|
$143,750
|
$2,731,250
|
29
|
12/1/2018
|
$2,731,250
|
$164,186.24
|
$20,436.24
|
$143,750
|
$2,587,500.00
|
30
|
1/1/2019
|
$2,587,500.00
|
$163,756
|
$20,006
|
$143,750
|
$2,443,750
|
31
|
2/1/2019
|
$2,443,750
|
$162,644.56
|
$18,894.56
|
$143,750
|
$2,300,000
|
32
|
3/1/2019
|
$2,300,000
|
$159,812.17
|
$16,062.17
|
$143,750
|
$2,156,250.00
|
33
|
4/1/2019
|
$2,156,250.00
|
$160,421.67
|
$16,671.67
|
$143,750
|
$2,012,500
|
34
|
5/1/2019
|
$2,012,500
|
$158,808.28
|
$15,058.28
|
$143,750
|
$1,868,750
|
35
|
6/1/2019
|
$1,868,750
|
$158,198.78
|
$14,448.78
|
$143,750
|
$1,725,000.00
|
36
|
7/1/2019
|
$1,725,000.00
|
$156,657.1
|
$12,907.1
|
$143,750
|
$1,581,250
|
37
|
8/1/2019
|
$1,581,250
|
$155,975.89
|
$12,225.89
|
$143,750
|
$1,437,500
|
38
|
9/1/2019
|
$1,437,500
|
$154,864.44
|
$11,114.44
|
$143,750
|
$1,293,750.00
|
39
|
10/1/2019
|
$1,293,750.00
|
$153,430.32
|
$9,680.32
|
$143,750
|
$1,150,000
|
40
|
11/1/2019
|
$1,150,000
|
$152,641.56
|
$8,891.56
|
$143,750
|
$1,006,250
|
41
|
12/1/2019
|
$1,006,250
|
$151,279.14
|
$7,529.14
|
$143,750
|
$862,500.00
|
42
|
1/1/2020
|
$862,500.00
|
$150,418.67
|
$6,668.67
|
$143,750
|
$718,750
|
43
|
2/1/2020
|
$718,750
|
$149,307.22
|
$5,557.22
|
$143,750
|
$575,000
|
44
|
3/1/2020
|
$575,000
|
$147,908.95
|
$4,158.95
|
$143,750
|
$431,250.00
|
45
|
4/1/2020
|
$431,250.00
|
$147,084.33
|
$3,334.33
|
$143,750
|
$287,500
|
46
|
5/1/2020
|
$287,500
|
$145,901.18
|
$2,151.18
|
$143,750
|
$143,750
|
47
|
6/1/2020
|
$143,750
|
$144,861.44
|
$1,111.44
|
$143,750
|
$—
|
Final
|
6/1/2020
|
Final Payment
|
$168,750.00
|
$168,750.00
|
$—
|
|
|
|
|
|
|
|
|
|
|
Totals
|
$4,010,069.8
|
$1,010,069.8
|
$3,000,000.00
|
|
|
|
|
11/8/2018
|
|
/s/ Joseph P. Hagan
|
|
|
Joseph P. Hagan
|
|
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
11/8/2018
|
|
/s/ Daniel R. Chevallard
|
|
|
Daniel R. Chevallard
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
11/8/2018
|
|
/s/ Joseph P. Hagan
|
|
|
Joseph P. Hagan
|
|
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
11/8/2018
|
|
/s/ Daniel R. Chevallard
|
|
|
Daniel R. Chevallard
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|