L.O.T.W. #121 - Celcuity, Inc. - Restructures and upsizes existing credit facility ahead of Ph. 3 clinical trial
$180.0 million multi-tranche structured term loan facility provided by Innovatus Life Sciences and Oxford Finance
Celcuity, Inc. amends and restates existing credit agreement and upsizes credit facility to $180 million to support Ph 3 VIKTORIA-2 clinical trial of gedatolisib in combination with fulvestrant plus a CDK4/6 inhibitor for patients with HR+/HER2-advanced breast cancer who are endocrine therapy resistant.
👓At a Glance
Borrower: Celcuity, Inc.
Lender: Innovatus Life Sciences (Collateral Agent); Oxford Finance LLC (Lender)
Deal Size: $180 million
Structure: Multi-tranche structured term loan
Use of Proceeds: Refinance existing outstanding credit plus accrued PIK interest
Source: Press Release
📷Borrower Snapshot
Sector: Health Care
Subsector: Pharmaceuticals
Ownership: Public
Commercial Stage: Pre-revenue
Business Overview: Celcuity is a clinical-stage biotechnology company focused on development of targeted therapies for treatment of multiple solid tumor indications. The company’s lead therapeutic candidate is gedatolisib, a potent, pan-PI3K and mTOR inhibitor. Its mechanism of action and pharmacokinetic properties are highly differentiated from other currently approved and investigational therapies that target PI3K or mTOR alone or together.
⚙️Structure & Terms
Source: SEC 10-Q
Commitment Amount: $180.0 million
Term Loan A: $16.8 million (funded at close)
Term Loan B: $21.5 million (funded at close)
Term Loan C: $61.7 million (funded at close)
Term Loan D: $30.0 million (subject to milestone)
Term Loan E: $50.0 million (subject to milestone)
Term Loan F: $45.0 million (excluded from commitment total and subject to Lenders’ discretion)
Milestones:
Term Loan D: Positive Data in the Wildtype patient population from Gedatolisib’s
VIKTORIA-1 trial relativeto Study 1 Arm C (fulvestrant) with an Acceptable Safety Profile
Term Loan E: Received FDA approval for Gedatolisib in 2nd line advanced breast cancer patients (wild-type – i.e. not subject to a specific genetic mutation) post CDK4/6 inhibitor therapy
Interest-only Period: July 1, 2027 (~36 months) if I/O extension event doesn’t occur, July 1, 2028 (~48 months) if I/O extension event does occur.
Maturity: May 1, 2029
Rate: Variable - greater of Prime Rate or 7.75% plus 2.85%; 1% PIK through May 31, 2027
Fees:
Facility Fee - due on funding date of Term Loan C, Term Loan D, Term Loan E, and Term Loan F
Final Payment - 4.50%
Non-Utilization Fee
$900 thousand if company fails to draw full amount of Term Loan D and doesn’t notify the Agent after 4 weeks of achieving the milestone
$1.5 million if the company fails to draw the full amount of Term Loan E and doesn’t notify the Agent after 4 weeks of achieving the milestone
Prepayment Fee
prior to 18 month anniversary - 3.0%, >18-30 months - 2%; >30- 42 month - 1.0%; >42 - 0%
Covenants:
Minimum Liquidity
Unrestricted cash balance not less than 30% of outstanding balance of Term Loans
increasing to 50% if Term Loan D Milestone is not achieved
decreasing to 25% if Term Loan E Milestone is achieved