ENTELLUS MEDICAL, INC. (NASDAQ:ENTL) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.

On March31, 2017 (Effective Date), Entellus Medical, Inc. (the
Company), Oxford Finance LLC (Oxford), as collateral agent and a
lender, and the lenders party thereto from time to time
(including Oxford, the Lenders), entered into a Loan and Security
Agreement (the Loan Agreement). to the terms and conditions of
the Loan Agreement, the Company may borrow up to a total of $40.0
million in term loans in three tranches (each a Term Loan or,
collectively, Term Loans) and up to $10.0 million under a
revolving line of credit, subject to a borrowing base requirement
(the Line of Credit). All borrowings under the Loan Agreement are
subject to the satisfaction of customary conditions, including
the absence of default and the accuracy of representations and
warranties in all material respects and, in the case of
borrowings under the Line of Credit, the delivery of an updated
borrowing base certificate.

The first Term Loan of up to $13.5 million was borrowed
immediately by the Company and a portion of which was to repay
approximately $20.0 million in outstanding indebtedness, which
constituted all amounts outstanding under that certain Amended
and Restated Loan and Security Agreement, dated December20, 2013,
by and between Oxford, other lenders party thereto from time to
time, and the Company (the Prior Loan Agreement), together with
the final payment and prepayment fees. The Company also
immediately borrowed $8.0 million under the Line of Credit to
repay the existing $20.0 million in outstanding indebtedness,
with the ability to borrow up to an additional $2.0 million if
the borrowing base requirement is met in the future.

The second Term Loan of up to $10.0 million is available
beginning on the earlier of the completion of a future merger,
consolidation or acquisition in which the borrowings would be
used by the Company to pay the purchase price or November1, 2017
(if certain trailing 12-month revenues are met) and ending on
December31, 2017. The third Term Loan of up to $16.5 million is
available beginning on the earlier of the completion of a future
merger, consolidation or acquisition in which the borrowings
would be used by the Company to pay the purchase price or the
occurrence of certain trailing 12-month revenues and ending on
March31, 2018. The borrowings under the second and third Term
Loans must be used to fund a merger, consolidation or acquisition
or may be used for working capital so long as the Companys
trailing 12-month revenues meet certain amounts. The third Term
Loan cannot be made prior to the funding of the second Term Loan,
or if no second Term Loan is made, January1, 2018. The Term Loans
mature and all amounts borrowed under the Loan Agreement,
including the Line of Credit, become due and payable on March1,
2022.

Each Term Loan bears interest at a floating per annum rate equal
to the greater of (1)7.95% and (2)the sum of (i)the greater of
(A)the 30-day U.S. LIBOR rate reported in The Wall Street
Journal on the last business day of the month that
immediately precedes the month in which the interest will accrue
and (B)0.77%, plus (ii)7.18%. With respect to the Line of
Credit, the floating per annum rate of interest is equal to the
greater of (1)4.95% and (2)the sum of (i)the greater of (A)30-day
U.S. LIBOR rate reported in The Wall Street Journal on
the last business day of the month that immediately precedes the
month in which the interest will accrue and (B)0.77%, plus
(ii)4.18%. The Company is required to make interest-only payments
following the funding of each Term Loan through April1, 2019 or,
under certain circumstances, through April1, 2020. All
outstanding Term Loans will begin amortizing at the end of the
applicable interest-only period, with monthly payments of
principal and interest being made by the Company to the Lenders
in consecutive monthly installments following such interest-only
period.

In addition to principal and interest payments, the Company is
required under the Loan Agreement to make a final payment fee of
4.95% on the principal amount of any Term Loans outstanding,
which will be accrued over the term of the credit facility and
will be due at the earlier of maturity, acceleration of the Line
of Credit or Term Loans or prepayment of a Term Loan. If the
Company repays the amounts borrowed under any Term Loan prior to
maturity, the Company will be required to make a prepayment fee
equal to 1.00% to 3.00% of the principal amount of such Term Loan
prepaid, depending upon the timing of the prepayment. In
addition, the Company is required to pay customary commitment
fees and unused fees and certain other customary fees related to
the Lenders administration of the credit facility.

The Companys obligations under the Loan Agreement are secured by
a first priority security interest in substantially all of the
Companys assets, other than its intellectual property and, under
certain circumstances, more

than 65% of its shares in any foreign subsidiary. The Company has
agreed not to pledge or otherwise encumber its intellectual
property assets, except for permitted liens, as such terms are
defined in the Loan Agreement and except as otherwise provided
for in the Loan Agreement.

The Loan Agreement also contains representations and warranties,
affirmative and negative covenants applicable to the Company and
any subsidiaries and events of default, in each case subject to
grace periods, thresholds and materiality qualifiers, as more
fully described in the Loan Agreement. The affirmative covenants
include, among others, covenants requiring the Company to
maintain its legal existence and material governmental approvals,
deliver certain financial reports, maintain insurance coverage,
and achieve certain trailing 12-month revenues. The negative
covenants include, among others, restrictions on the Companys
incurring additional indebtedness, engaging in mergers,
consolidations or acquisitions, consummating certain changes of
control, paying dividends or making other distributions, making
investments, creating liens and selling assets. The events of
default include, among other things, the Companys failure to pay
any amounts due under the Loan Agreement, a breach of covenants
under the Loan Agreement, the Companys insolvency, a material
adverse change, the occurrence of a default under certain other
indebtedness and the entry of final judgments against the Company
in excess of a specified amount. If an event of default occurs,
the Lenders are entitled to take various actions, including the
acceleration of amounts due under the Loan Agreement, termination
of the commitments under the Loan Agreement and certain other
actions available to secured creditors.

Oxford has in the past performed, and may in the future from time
to time, perform lending and/or commercial banking services for
the Company, for which service they have in the past received,
and may in the future receive, customary compensation and
reimbursement of expenses.

The foregoing summary of the Loan Agreement and the credit
facility established thereunder does not purport to be complete
and is qualified in its entirety by reference to the Loan
Agreement, which is filed as Exhibit 10.1 to this Current Report
on Form 8-K and incorporated by reference herein.

As discussed above under Item1.01, the Company used a portion of
the first Term Loan and the $8.0 million borrowed under the Line
of Credit to repay approximately $20.0 million in outstanding
indebtedness, which constituted all amounts outstanding under the
Prior Loan Agreement, and then terminated the Prior Loan
Agreement effective immediately. In connection with such
repayment, the Company made a final payment fee of approximately
$1.2 million and a prepayment fee equal to 0.75% with respect to
the prepaid principal amount. The material relationships between
the Company and Oxford were the same as described above.

The information set forth in Item1.01 of this Current Report on
Form 8-K is incorporated herein by reference.

The information set forth in Item1.01 of this Current Report on
Form 8-K is incorporated herein by reference.

(d) Exhibits.

About ENTELLUS MEDICAL, INC. (NASDAQ:ENTL)

Entellus Medical, Inc. is a medical technology company. The Company is focused on the design, development and commercialization of products for the minimally invasive treatment of patients who are suffering from chronic sinusitis. The Company’s XprESS family of products is used by ear, nose and throat (ENT) physicians to treat patients with symptomatic inflammation of the nasal sinuses by opening narrowed or obstructed sinus drainage pathways using balloon sinus dilation. The Company’s XprESS family of products is used to treat patients with inflammation of the frontal, ethmoid, sphenoid and maxillary sinuses. Its XprESS Multi-Sinus Dilation family of products consists of its XprESS Pro device, its XprESS LoProfile device and its XprESS Ultra device. The Company’s PathAssist tools provide ENT physicians with a way to confirm sinus location and XprESS device placement. Its FocESS Sinuscopes provide ENT physicians with a solution for endoscopic visualization during a sinus procedure.

ENTELLUS MEDICAL, INC. (NASDAQ:ENTL) Recent Trading Information

ENTELLUS MEDICAL, INC. (NASDAQ:ENTL) closed its last trading session up +0.01 at 13.44 with 124,142 shares trading hands.