Reata Pharmaceuticals, Inc. (NASDAQ:RETA) Files An 8-K Entry into a Material Definitive Agreement

Reata Pharmaceuticals, Inc. (NASDAQ:RETA) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01.Entry into a Material Definitive Agreement.

On March 31, 2017, Reata Pharmaceuticals, Inc. (the Borrower)
entered into a Loan and Security Agreement (the Loan Agreement)
with Oxford Finance LLC, as the collateral agent and a lender
(Oxford), and Silicon Valley Bank, as a lender (together with
Oxford, the Lenders) to which the Lenders have agreed to lend to
the Borrower up to $35.0 million in a series of term loans. On
March 31, 2017, the Borrower borrowed $20.0 million from the
Lenders (the Term A Loan).

Under the terms of the Loan Agreement, beginning July 1, 2017,
the Borrower may, at its sole discretion, borrow from the Lenders
up to an additional $15.0 million following the achievement of
certain milestone events until the earlier of 90 days after the
date such milestone event is achieved or March 31, 2018 (the Term
B Loan and together with the Term A Loan, the Term Loans, and
each of the Term A Loan or the Term B Loan may be referred to
individually as a Term Loan). The date of such milestone event
for the Term B Loan is the earlier of the date the Borrower
administers the first dose to the first patient in (a) the Phase
3 portion of the ongoing Phase 2/3 trial of bardoxolone methyl in
chronic kidney disease caused by Alport syndrome, or (b) Part 2
of the ongoing two-part trial, or a separate Phase 3 trial which
collateral agent and the other Lenders agree would serve for
registration and be used for FDA submission, of omaveloxolone in
Friedreichs ataxia.

The Borrower may use the proceeds from the Term Loans solely for
working capital and to fund its general business requirements.
The Borrowers obligations under the Loan Agreement are secured by
a first priority security interest in substantially all of the
Borrowers current and future assets, other than its owned
intellectual property. The Borrower has also agreed not to
encumber its intellectual property assets, except as permitted by
the Loan Agreement.

All of the Term Loans mature on March 1, 2022 (the Maturity Date)
and will be interest-only through November 1, 2018, (the
Amortization Date), provided that if the Borrower draws the Term
B Loan, the Amortization Date will be May 1, 2019, and will be
followed by 41 equal monthly payments, if the Amortization Date
is November 1, 2018, or 35 equal monthly payments if the
Amortization Date is May 1, 2019, of principal and unpaid accrued
interest. The Term Loans will bear interest at a floating per
annum rate equal to the sum of (i) the greater of (x) the 30-day
U.S. Dollar 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 (y) 0.75% plus (ii)
7.40%. Notwithstanding the foregoing, the interest rate shall not
be less than 8.15% nor greater than 10.15%.

The Borrower will be required to make a final payment of 2.95% of
the principal amount of all Term Loans borrowed, payable on the
earliest of (i) the Maturity Date, (ii) the acceleration of any
Term Loan, or (iii) the prepayment of the Term Loans. The
Borrower may prepay all, but not less than all, of the borrowed
amounts upon 10 days advance written notice to the Lender,
provided that the Borrower will be obligated to pay a prepayment
fee equal to (i) 3.00% of the applicable Term Loan prepaid on or
before the first anniversary of the applicable funding date, (ii)
2.00% of the applicable Term Loan prepaid on or before the second
anniversary of the applicable funding date, and (iii) 1.00% of
the applicable Term Loan prepaid thereafter and prior to the
Maturity Date (each, a Prepayment Fee).

While any amounts are outstanding under the Loan Agreement, the
Borrower is subject to a number of affirmative and restrictive
covenants, including covenants regarding dispositions of
property, business combinations or acquisitions, incurrence of
additional indebtedness and transactions with affiliates, among
other customary covenants. The Borrower is also restricted from
paying dividends or making other distributions or payments on its
capital stock, subject to limited exceptions.

Upon the occurrence of certain events, including but not limited
to the Borrowers failure to satisfy its payment obligations under
the Loan Agreement, the breach of certain of its other covenants
under the Loan Agreement, or the occurrence of a material adverse
change, the collateral agent will have the right, among other
remedies, to declare all principal and interest immediately due
and payable, and the Lenders will have the right to receive the
final payment fee and, if the payment of principal and interest
is due prior to the Maturity Date, the applicable Prepayment Fee.

The foregoing is only a summary of the material terms of the Loan
Agreement, does not purport to be complete and is qualified in
its entirety by reference to the full text of the Loan Agreement,
which is attached as Exhibit 10.1 hereto and incorporated herein
in its entirety.

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 is incorporated into this
Item 2.03 by reference.

Item 7.01.Regulation FD Disclosure.

On April 3, 2017, Reata Pharmaceuticals, Inc. issued a press
release announcing the Loan Agreement. A copy of the press
release is furnished as Exhibit 99.1 hereto and incorporated
herein in its entirety.

The information furnished to this Item 7.01, including Exhibit
99.1, shall not be deemed to be filed for the purposes of Section
18 of the Securities Exchange Act of 1934, as amended, and will
not be incorporated by reference into any filing under the
Securities Act unless specifically identified therein as being
incorporated therein by reference.

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits

About Reata Pharmaceuticals, Inc. (NASDAQ:RETA)
Reata Pharmaceuticals, Inc. is a clinical-stage biopharmaceutical company. The Company is focused on identifying, developing and commercializing product candidates that modulate the activity of regulatory proteins involved in the biology of mitochondrial function, oxidative stress, and inflammation to address the unmet medical needs of patients with a range of serious or life-threatening diseases. The Company’s lead product candidates include bardoxolone methyl, which is being studied in Phase III trial for the treatment of pulmonary arterial hypertension (PAH), associated with connective tissue disease (CTD-PAH), as well as a Phase II trial for the treatment of pulmonary hypertension due to interstitial lung disease (PH-ILD), and PAH, each of which are subsets of pulmonary hypertension (PH), Omaveloxolone, which is in Phase II clinical development for the treatment of multiple diseases, including Friedreich’s ataxia, mitochondrial myopathies and metastatic melanoma. Reata Pharmaceuticals, Inc. (NASDAQ:RETA) Recent Trading Information
Reata Pharmaceuticals, Inc. (NASDAQ:RETA) closed its last trading session 00.00 at 22.65 with 67,861 shares trading hands.