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On June 12, 2018 (the “Modification Date”), Xenon Pharmaceuticals Inc. (the “Company”) and its wholly-owned subsidiary, Xenon Pharmaceuticals USA Inc. (“Xenon USA”), entered into a First Loan Modification Amendment to Loan and Security Agreement (the “Modification”) with Silicon Valley Bank (the “Bank”). The Modification amends certain provisions of the Loan and Security Agreement (the “Loan Agreement”), dated December 18, 2017, by and among the Company, Xenon USA and the Bank (as modified by the Modification, the “Modified Loan Agreement”).

to the terms of the Modification, the Bank accelerated the availability of the second tranche of $5.0 million (the “Second Tranche Advance”) to the Company, which Second Tranche Advance was funded on the Modification Date and will be used for general corporate purposes, including research and product development.

The Modification did not amend the Loan Agreement’s interest provisions and advances under the Modified Loan Agreement continue to accrue interest at a floating per annum rate of 0.5% above the prime rate, which interest is payable monthly and commenced in January 2018. The initial tranche of $7.0 million, which was funded in December 2017 (the “Initial Tranche Advance”), and the Second Tranche Advance are interest only until September 30, 2018 or, if the Interest-Only Milestone (as defined below) is achieved, March 31, 2019. Following the expiration of the interest period, (i) the Initial Tranche Advance will be payable in 30 equal monthly installments or, if the Interest-Only Milestone is achieved, 24 equal monthly installments of principal plus interest, with the final installment due and payable on March 31, 2021 and (ii) the Second Tranche Advance will be payable in 24 equal monthly installments or, if the Interest-Only Milestone is achieved, 18 equal monthly installments of principal plus interest, with the final installment due and payable on September 30, 2020. The third and final tranche of $3.0 million is available at the Company’s option at any time from the occurrence of the Tranche 3 Event (as defined in the Loan Agreement) through September 30, 2019.The interest and payment terms of the third and final tranche, if borrowed, remain unchanged from the Loan Agreement.

The Interest-Only Milestone will be achieved if, on or prior to September 30, 2018, the Company provides evidence to the Bank that it has achieved positive final Phase 1 data for XEN1101 with a decision to proceed to initiate a Phase 2 clinical trial for XEN1101 and has been granted a regulatory designation for a program reasonably acceptable to the Bank.

Except as amended by the Modification, the terms of the Loan Agreement remain in full force and effect.The foregoing description of the Modification is not complete and is qualified in its entirety by reference to the full text of the Modification, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

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

(d) Exhibits.

Xenon Pharmaceuticals Inc. Exhibit
EX-10.1 2 xene-ex101_6.htm EX-10.1 xene-ex101_6.htm   Exhibit 10.1 FIRST LOAN MODIFICATION Amendment to Loan and security agreement   This First Loan Modification Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 12th day of June,…
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About XENON PHARMACEUTICALS INC. (NASDAQ:XENE)

Xenon Pharmaceuticals Inc. (Xenon) is a biopharmaceutical company discovering and developing a pipeline of differentiated therapeutics for orphan indications. The Company’s platform, Extreme Genetics, enables the discovery of validated drug targets by studying rare human diseases with extreme traits, including diseases caused by mutations in ion channels (channelopathies). Extreme Genetics involves the study of families where individuals exhibit inherited severe traits, or phenotypes. Its integrated platform includes in-house capabilities for human genetics, small molecule drug discovery, as well as preclinical and clinical development. Its pharmaceutical partners include Teva Pharmaceutical Industries, Ltd. (Teva), Genentech, Inc. (Genentech) and Merck & Co., Inc. (Merck). Extreme Genetics discovery platform has yielded the first approved gene therapy product in the European Union, or the EU, and a development pipeline, including Glybera, TV-45070, GDC-0276 and GDC-0310, and XEN801.