CLSD Clearside Biomedical Inc

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 22, 2023

 

 

Clearside Biomedical, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			001-37783	45-2437375
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
900 North Point Parkway Suite 200
Alpharetta, Georgia				30005
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 678 270-3631

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		CLSD		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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Item 1.01 Entry into a Material Definitive Agreement.

On December 22, 2023, Clearside Biomedical, Inc., through its wholly owned subsidiary Clearside Royalty LLC (“Royalty Sub”), entered into a letter agreement (the “Letter Agreement”) with Healthcare Royalty Partners IV, L.P. (“HCR”) and HCR Clearside SPV, LLC (as assignee of HCR Collateral Management, LLC) (“Agent”) amending that certain Purchase and Sale Agreement, dated as of August 8, 2022 (the “Purchase Agreement”), by and among Royalty Sub, HCR and Agent. Pursuant to the terms of the Letter Agreement, Royalty Sub and Agent mutually agreed that Royalty Sub waived any and all rights to the $12.5 million milestone payment which was deposited in an escrow account (“First Milestone Payment") in connection with the closing of the transactions contemplated by the Purchase Agreement and agreed to the release of the First Milestone Payment to Agent. The First Milestone Payment was to be released to Royalty Sub upon attainment of a pre-specified XIPERE sales milestone if such milestone was achieved by March 31, 2024 (“First Milestone Event”) or, at Agent’s option, in the event the First Milestone Event was not achieved.

The foregoing is a summary description of certain terms of the Letter Agreement, is not complete and is qualified in its entirety by reference to the text of the Letter Agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number		Exhibit Description
10.1		Letter Agreement, dated December 22, 2023, by and among Clearside Royalty LLC, Healthcare Royalty Partners IV, L.P. and HCR Clearside SPV, LLC (as assignee of HCR Collateral Management, LLC)
104		Cover Page Interactive Data File (embedded with the Inline XBRL document)

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: December 28, 2023	CLEARSIDE BIOMEDICAL, INC.
	By:	/s/ Charles A. Deignan
	Name:	Charles A. Deignan
	Title:	Chief Financial Officer

 

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Exhibit 10.1

HCR Clearside SPV, LLC

Healthcare Royalty Partners IV, L.P.

300 Atlantic Street, Suite 600

Stamford, CT 06901

 

 

December 22, 2023

 

Clearside Royalty LLC

c/o Clearside Biomedical, Inc.

900 North Point Parkway, Suite 200

Alpharetta, GA 30005

Attn: George Lasezkay

 

Re: Purchase and Sale Agreement

 

Gentlemen:

Reference is hereby made to (i) that certain Purchase and Sale Agreement, dated as of August 8, 2022 (as amended to date, the “Purchase Agreement”), by and among Clearside Royalty LLC, a Delaware limited liability company (“Seller”), Healthcare Royalty Partners IV, L.P. a Delaware limited partnership (“Purchaser”), and HCR Clearside SPV, LLC (as assignee of HCR Collateral Management, LLC) (“Agent”, and together with Seller and Purchaser, each a “Party”, and collectively, the “Parties”) and (ii) that certain Escrow Agreement, dated as of August 8, 2022 (as amended to date, the “Escrow Agreement”) by and among Seller, Agent and U.S. Bank National Association (“Escrow Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Purchase Agreement.

This letter agreement (this “Letter Agreement”) is being entered into by and among Purchaser, Seller and Agent to confirm the agreement among the Parties as to certain matters relating to the Purchase Agreement and the Escrow Agreement.

Now, therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto hereby agree as follows:

 

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[Remainder of Page Intentionally Left Blank; Signature Page Follows]

 

2

 

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sINCERELY,

 

HEALTHCARE ROYALTY PARTNERS IV, L.P.

By: HealthCare Royalty GP IV, LLC, its general partner

 

 

By: /s/ Clarke Brannen Futch

Name: Clarke B. Futch

Title: Managing Partner

 

HCR CLEARSIDE SPV, LLC

 

 

By: /s/ Clarke Brannen Futch

Name: Clarke B. Futch

Title: Managing Partner

 

 

 

 

Accepted and agreed to as of the

first date above written:

 

CLEARSIDE ROYALTY LLC   By: /s/ George Lasezkay Name: George Lasezkay Title: Chief Executive Officer

 

 

 

 

[Signature Page to Letter Agreement]

 

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v3.23.4

Document And Entity Information	Dec. 22, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 22, 2023
Entity Registrant Name	Clearside Biomedical, Inc.
Entity Central Index Key	0001539029
Entity Emerging Growth Company	false
Entity File Number	001-37783
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	45-2437375
Entity Address, Address Line One	900 North Point Parkway
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Alpharetta
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30005
City Area Code	678
Local Phone Number	270-3631
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	CLSD
Security Exchange Name	NASDAQ

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