Item 1.01 Entry into a Material Definitive Agreement
OnJanuary 6, 2021 ,Tricida, Inc. (the "Company"), as borrower, Hercules Capital, Inc., as administrative agent (in such capacity, the "Agent"), and each of the financial institutions party thereto as lenders (the "Lenders") entered into the Sixth Amendment to Loan and Security Agreement ("Sixth Amendment") to amend certain terms of the Loan and Security Agreement, dated as ofFebruary 28, 2018 (as amended by that certain First Amendment to Loan and Security Agreement and First Amendment to Warrants dated as ofApril 10, 2018 , that certain Second Amendment to Loan and Security Agreement, dated as ofOctober 15, 2018 , that certain Third Amendment to Loan and Security Agreement, dated as ofMarch 27, 2019 , that certain Fourth Amendment to Loan and Security Agreement, dated as ofMarch 31, 2020 , that certain Fifth Amendment to Loan and Security Agreement, dated as ofMay 18, 2020 and the Sixth Amendment, the "Loan Agreement", and the term loans thereunder, the "Term Loan") by and among the Company, the Agent and the Lenders. The Sixth Amendment provides for, among other things, a decrease in the amount available under the Loan Agreement from$200.0 million to$75.0 million . The loan repayment schedule provides for interest only payments untilApril 1, 2022 (the "Amortization Date"), followed by consecutive equal monthly amortization payments of principal and interest through the maturity date. The maturity date of the Loan Agreement isOctober 1, 2023 , subject to extension toApril 1, 2024 on the condition that the Company obtains final approval from theU.S. Food and Drug Administration ("FDA") for the New Drug Application ("NDA") for veverimer (also known as TRC101) (such final approval, the "TRC101 Approval") on or beforeOctober 1, 2023 . The Sixth Amendment also eliminates the 1.0% prepayment charge for prepayments of principal of the Term Loan made afterMarch 1, 2021 . The Sixth Amendment modifies certain covenants applicable to the Company under the Loan Agreement. Under the terms of the Sixth Amendment, the Company is required to at all times maintain unrestricted cash in an amount not less than 100% of the outstanding principal amount of the Term Loan, until the achievement of statistically significant positive data from the completion of either of the two interim analyses for efficacy (to be performed when approximately 150 and 250 subjects have had a positively adjudicated primary endpoint event) as described in Borrower's Clinical Study Protocol TRCA-303 (VALOR-CKD) for veverimer, Amendment 2, datedNovember 18, 2020 , of the ongoing VALOR-CKD trial, which, along with an acceptable safety profile, would support re-filing of the NDA for veverimer with the FDA, subject to verification by the Agent. From and after achievement of such positive data, the Company is required to at all times maintain unrestricted cash in an amount equal to 75% of the outstanding principal amount of the Term Loan until achievement of the TRC101 Approval, whereupon such unrestricted cash maintenance covenants shall cease to apply. The Sixth Amendment reduces, from$500.0 million to$300.0 million , the minimum market capitalization of the Company that triggers a covenant of the Company to deliver to the Agent monthly financial statements and related reporting. The foregoing description of the Sixth Amendment and the Loan Agreement does not purport to be complete and is qualified in its entirety by reference, as applicable, to the full text of the Amendment, including exhibits attached thereto, a copy of which is attached hereto as Exhibit 10.1, in each case to this Current Report on Form 8-K, which is 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 in Item 1.01 of this Current Report on Form 8-K with respect to the Amendment is incorporated by reference into this Item 2.03. Item 9.01 Financial Statements and Exhibits.
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(d) Exhibits. Exhibit Number Description Sixth Amendment to Loan and Security
Agreement, dated as of
2021 amongTricida, Inc. , Hercules Capital Inc. and the several banks and other financial institutions or entities from time to time parties 10.1 thereto. Cover Page Interactive Data File (embedded within the Inline XBRL 104 document).
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