Item 1.01. Entry into a Material Definitive Agreement.
On December 12, 2020, Inhibitor Therapeutics, Inc., a Delaware corporation (the “Company”) and Mayne Pharma Ventures Pty
Ltd, the Company’s majority stockholder (“Mayne Pharma”), entered into a letter agreement for a term debt facility (the “Loan Agreement”) pursuant to which Mayne Pharma provided an aggregate $231,000 credit
facility to the Company (the “Facility”). The Facility bears interest at the rate equal to the interest rate tied to the US Bank Prime Rate plus 5.00% (the “Interest Rate”) with a maturity date of twenty four
(24) months from the date of the first drawdown (the “Maturity Date”). The Interest Rate shall be adjusted for each drawdown on the Facility in accordance with changes in the monthly average of the US Bank Prime Rate, as
reported in the Federal Reserve Statistical Release H .15 for the month preceding the week in which the Company shall make a drawdown against the Facility. Proceeds drawn from the Facility will be used by the Company for general working capital and
corporate purposes.
The Facility shall be available to the Company as follows: (i) $81,000 may be drawn upon request at any time in the
first annual quarter of the Facility starting December 14, 2020 and (ii) so long as there is no event of default and Mayne Pharma does not give notice in its discretion 30 days before the start of a quarter that it is discontinuing the
funding, $75,000 may be drawn in the second and third annual quarters of the Facility, respectively. Any drawdown by the Company must equal or exceed $25,000. The Company shall have one twelve month repayment free advance period from its first
drawdown on the Facility. Each other advance on the Facility will be amortized over twelve equal monthly payments of principal plus interest. No premium is payable in the event that the Company pays all principal, interest and other outstanding
amounts due to Mayne Pharma prior to the Maturity Date.
The Facility is unsecured, contains no financial covenants, requires no
guarantees and is not accompanied by any equity component such as warrants. The Loan Agreement includes certain limited representations and warranties and negative covenants of the Company.
An event of default under the Loan Agreement includes, among other things, (i) the Company breaches its obligations under the Loan
Agreement, and where that breach is capable of remedy it does not remedy the breach within 20 business days after receipt of a notice from the Mayne Pharma of the breach, (ii) Mayne Pharma validly terminates the Third Amended and Restated
Supply and License Agreement dated December 17, 2018 between the Company and Mayne Pharma, or (iii) the Company becomes insolvent, including by becoming the subject of the filing or institution of bankruptcy, liquidation or dissolution
proceedings.
The summary description of the Loan Agreement do not purport to be complete and are qualified in their entirety by reference
to complete text of such agreements, copies of which is filed as Exhibit 10.1 to Current Report on Form 8-K and are incorporated herein by reference.
The Loan Agreement was negotiated and approved on behalf of the Company by a special committee of disinterested, independent members of the
Company’s Board of Directors (the “Board”) which was formed on November 17, 2020 for such purpose. The special Board committee consisted of W. Mark Watson, R. Dana Ono and Debra Peattie, who are each disinterested with
respect to Mayne Pharma.
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