Item 1.02. Termination of a Material Definitive Agreement.
On January 2, 2020, Urovant Sciences Ltd. ("we," "our," or "us") terminated the
Loan and Security Agreement, dated February 20, 2019 (the "Hercules Loan
Agreement"), by and among us and two of our subsidiaries (Urovant Holdings
Limited and Urovant Sciences GmbH), as co-borrowers, our remaining subsidiaries
(Urovant Sciences, Inc., Urovant Treasury Holdings, Inc. and Urovant Sciences
Treasury, Inc.), as guarantors, and Hercules Capital, Inc., as agent and lender
("Hercules"). The description of the material terms of the Hercules Loan
Agreement set forth in Item 1.01 of our Current Report on Form 8-K we filed with
the Securities and Exchange Commission on February 22, 2019 is incorporated by
reference into this Item 1.02. Such description of the Hercules Loan Agreement
does not purport to be complete and is qualified in its entirety by reference to
the complete text of the Hercules Loan Agreement, which was filed as Exhibit
10.23 to our Annual Report on Form 10-K for the fiscal year ended March 31,
2019.
We terminated the Hercules Loan Agreement in connection with, and as a
requirement under, the $300 million unsecured revolving debt financing agreement
(the "Sumitomo Loan Agreement") we entered into on December 27, 2019 with
Sumitomo Dainippon Pharma Co., Ltd., as lender. On December 27, 2019, Hercules
delivered a limited waiver of the mandatory prepayment provisions under the
Hercules Loan Agreement to permit our entry into the Sumitomo Loan Agreement, so
long as the obligations under the Hercules Loan Agreement were repaid by
January 7, 2020. Our obligations under the Hercules Loan Agreement were repaid
in full on January 2, 2020, using the financing we obtained pursuant to the
Sumitomo Loan Agreement. Prepayment of the Hercules Loan Agreement prior to the
first year anniversary of its execution required us to pay a prepayment charge
equal to 2.0% of the amount prepaid. We were also obligated under the terms of
the Hercules Loan Agreement to pay an end of term charge in an amount equal to
4.25% of the amount of the term loans actually advanced.
Other than in respect of the Hercules Loan Agreement, there is no direct
material relationship between us or our affiliates and Hercules.
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