Item 1.01 Entry into a Material Definitive Agreement.
On January 5, 2023, Tarsus Pharmaceuticals, Inc. (the "Company"), Hercules
Capital, Inc. ("Hercules") and Silicon Valley Bank ("SVB" and together with
Hercules, the "Lenders") entered into a First Amendment to Loan and Security
Agreement (the "First Amendment") to amend that certain Loan and Security
Agreement, by and between the Company and the Lenders, dated as of February 2,
2022 (the "Loan and Security Agreement"), under which the Lenders agreed to lend
to the Company up to $175.0 million, to be made available in five tranches,
subject to specified conditions.
The First Amendment extends the period for the Company to draw down the second
tranche of $25.0 million (the "Second Tranche") under the Loan and Security
Agreement from March 15, 2023 to March 15, 2024 (subject to achievement of a
regulatory milestone, which was achieved), provided that at least $5.0 million
is drawn on or before March 15, 2023 and at least an additional $5.0 million is
drawn on or before September 15, 2023 (then leaving $15 million available under
the Second Tranche after these two draws). As previously disclosed, the third
tranche of $35 million will be available upon FDA approval of TP-03 for the
treatment of Demodex blepharitis and is also available to draw down by March 15,
2024. The then-available balance of $20 million under the first tranche expired
pursuant to the terms of the Loan and Security Agreement on December 15, 2022,
as undrawn.
Further, the First Amendment also reduces the interest rate under the Loan and
Security Agreement to the greater of (a) the prime rate as reported in The Wall
Street Journal plus 4.45% (with an aggregate cap of 11.45%) and (b) 8.45%. The
First Amendment also amends the terms of prepayment under the Loan and Security
Agreement. The Company did not incur any lender fees as part of this First
Amendment.
The foregoing description of the material terms of the First Amendment does not
purport to be complete and is qualified in its entirety by reference to the full
text of the First Amendment, a copy of which, subject to any applicable
confidential treatment, will be filed as an exhibit to the Company's Quarterly
Report on Form 10-Q for the quarter ending March 31, 2023.
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