Item 1.01 Entry Into a Material Definitive Agreement.

As previously disclosed, PhaseBio Pharmaceuticals, Inc. (the "Company") entered into a Loan and Security Agreement, dated as of March 25, 2019 (as amended by that certain Consent and First Amendment to Loan and Security Agreement dated as of March 19, 2020, the "Loan Agreement"), with Silicon Valley Bank ("SVB"), in its capacity as administrative agent and collateral agent, SVB, as a lender, and SVB Innovation Credit Fund VIII, L.P. (formerly known as WestRiver Innovation Lending Fund VIII, L.P., "SVB Innovation"), as a lender. On October 3, 2022, SVB, SVB Innovation (collectively, "Assignor") and JMB Capital Partners Lending, LLC ("JMB") entered into a Non-Recourse Loan Document Sale and Assignment Agreement (the "Assignment Agreement"), pursuant to which Assignor sold and assigned to JMB all of Assignor's right, title, interest and obligations under (i) the Loan Agreement, (ii) that certain Subordination Agreement, dated as of March 19, 2020, by and among SFJ Pharmaceuticals X, Ltd. ("SFJ") and Assignor (the "Subordination Agreement") and (iii) that certain Intellectual Property Security Agreement, dated as of March 19, 2020, by and among the Company and Assignor (the "IP Security Agreement" and together with the Loan Agreement and the Subordination Agreement, the "Loan Documents") in exchange for, among other things, the payment in full of all outstanding principal and accrued interest under the Loan Agreement. The Assignment Agreement provided that SVB resign as agent under the Loan Documents and that JMB become the successor agent under the Loan Documents.

In connection with the Assignment Agreement, on October 3, 2022, the Company entered into a Second Amendment (the "Second Amendment") to the Loan Agreement with JMB, as assignee of SVB, in its capacity as administrative agent and collateral agent, and JMB, as a lender. Pursuant to the Second Amendment, JMB became the successor lender and agent under the Loan Agreement. Under the Second Amendment, JMB agreed to make additional advances to the Company as Tranche A Growth Capital Advances (as defined in the Loan Agreement) from time to time in an amount up to $6.25 million, at an initial issue price of eighty percent (80%) of the aggregate amount so advanced. Effective October 4, 2022, the Company borrowed $6.25 million at an initial issue price of eighty percent (80%) as Tranche A Growth Capital Advances under the Loan Agreement, as amended by the Second Amendment. In addition, among other things, the Second Amendment revised the definition of a "Material Adverse Change" under the Loan Agreement to exclude the occurrence of or failure to cure the Going Concern Condition (as defined in that certain Co-Development Agreement, dated as of January 9, 2020, by and between the Company and SFJ (the "Co-Development Agreement")), the delivery by SFJ of a Program Transfer Notice (as defined in the Co-Development Agreement) or the taking of any action with respect to the foregoing.

In connection with the Second Amendment, the Company and JMB entered into an Intellectual Property Security Agreement, dated October 7, 2022 (the "Additional IP Security Agreement"), granting JMB a security interest in all of the Company's intellectual property that has not already been recorded against by SVB in the United States Patent and Trademark Office pursuant to the IP Security Agreement.

The foregoing description of the Second Amendment and the Additional IP Security Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the terms of the agreements, copies of which will be filed with the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2022.




Item 2.03       Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
                Sheet Arrangement of the Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

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