Item 1.01
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Entry into a Material Definitive Agreement.
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License Agreement with NanoTx, Corp.
On March 29, 2020, Plus Therapeutics, Inc. (the “Company”) and NanoTx, Corp. (“NanoTx”) entered into a Patent and Know-How License Agreement (the “NanoTx License Agreement”), pursuant to which NanoTx granted the Company an irrevocable, perpetual, exclusive, fully paid-up license, with the right to sublicense and to make, develop, commercialize and otherwise exploit certain patents, know-how and technology related to the development of radiolabeled nanoliposomes.
The transaction terms include an upfront payment of $400,000 in cash and $300,000 in the Company’s voting stock (the “Equity Compensation”). Furthermore, the company may pay up to $136.5 million in development and sales milestone payments and a tiered single-digit royalty on U.S. and European sales. The transaction, subject to customary closing conditions, is expected to close in the second quarter of 2020.
The licensed drug portfolio is anchored around nanoliposome-encapsulated radionuclides for several cancer targets. The lead drug asset is a chelated Rhenium NanoLiposome (RNLTM), initially being developed for recurrent glioblastoma. RNL is infused directly into the brain tumor via precision brain mapping and convection enhanced delivery technology to deliver very high therapeutic doses of radiation to patients whose cancer has recurred following initial surgical resection and treatment with chemotherapy and radiation.
The licensed radiolabeled nanoliposome platform was developed by a multi-institutional consortium based in Texas at the Mays Cancer Center / UT Health San Antonio MD Anderson Cancer Center led by Dr. Andrew Brenner, MD, PhD, who is the Kolitz Chair in Neuro-Oncology Research and Co-Leader of the Experimental and Developmental Therapeutics Program. The technology was previously owned by NanoTx and funded by both the National Institutes of Health/National Cancer Institute (NIH/NCI) and the Cancer Prevention and Research Institute of Texas (CPRIT). There is an active $3M award from NIH/NCI which will financially support the continued clinical development of RNL for recurrent glioblastoma.
The foregoing description of the NanoTx License Agreement does not purport to be complete and is subject to, and is qualified in its entirety by, reference to the full text of the NanoTx License Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Amendment to the Loan and Security Agreement
On March 29, 2020, the Company entered into a consent and amendment (the “Amendment”), to its existing Loan and Security Agreement, dated May 29, 2015, (as amended, the “Loan Agreement”), with Oxford Finance LLC (“Oxford”), as collateral agent, and the lenders party thereto, including Oxford (the “Lenders”), pursuant to which, among other things, the maturity date of the Loan Agreement was extended to June 1, 2024 and the Company agreed to prepay $5 million of principal of the term loans outstanding under the Loan Agreement, together with accrued and unpaid interest, and associated fees. After giving effect to this prepayment, there is $4.3 million of principal outstanding under the Loan Agreement. Pursuant to the Amendment, the Company will continue making interest only payments on the outstanding principal amount of the term loans made under the Loan Agreement until May 1, 2021 or, subject to certain conditions linked to the Company raising additional equity proceeds in excess of agreed amounts, August 1, 2021 or November 1, 2021, whereupon equal monthly payments principal and interest will begin amortizing. An amendment fee of $1,300,000 will be payable in connection with the Amendment at the earlier of the maturity date, acceleration of the loans and the making of certain prepayments.
The foregoing description of the Amendment does not purport to be complete and is subject to, and is qualified in its entirety by, reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.