RGNX · REGENXBIO Inc. · Debt

On May 16, 2025 (the “Closing Date”), a wholly owned subsidiary of REGENXBIO Inc. (the “Company”), REGENXBIO RS LLC (“REGENXBIO RS”), entered into a Loan Agreement (“Loan Agreement”) with an affiliate of HealthCare Royalty Management, LLC (“HCRx”). Under the terms of the Loan Agreement, HCRx will provide REGENXBIO RS with an aggregate limited recourse loan of up to $250 million (the “Royalty Bond”). The Royalty Bond will be disbursed in three tranches, with $150 million already funded on the Closing Date, $50 million available if sales of a specified product exceed a specified sales threshold in any four quarter period ending between the Closing Date and December 31, 2026, and $50 million if both parties exercise an option in 2027. The amounts are net of $1.5 million in HCRx fees and expenses and an up to $5.63 million original issue discount retained by HRCx assuming the full disbursement of the Royalty Bond, with $3.38 million retained on the Closing Date. The Royalty Bond shall mature upon the earlier of (i) 10 years after the Closing Date or (ii) the date on which the Royalty Bond has been fully repaid within ten years after the Closing Date, unless there is a patent term extension of a specified patent whereby the Royalty Bond maturity date shall be extended by two years to 12 years from the Closing Date (the “Maturity Date”).

Issuer evidence: On May 16, 2025 (the “Closing Date”), a wholly owned subsidiary of REGENXBIO Inc. (the “Company”), REGENXBIO RS LLC (“REGENXBIO RS”), entered into a Loan Agreement (“Loan Agreement”) with an affiliate of HealthCare Royalty Management, LLC (“HCRx”). Under the terms of the Loan Agreement, HCRx will provide REGENXBIO RS with an aggregate limited recourse loan of up to $250 million (the “Royalty Bond”). The Royalty Bond will be disbursed in three tranches, with $150 million already funded on the Closing Date, $50 million available if sales of a specified product exceed a specified sales threshold in any four quarter period ending between the Closing Date and December 31, 2026, and $50 million if both parties exercise an option in 2027. The amounts are net of $1.5 million in HCRx fees and expenses and an up to $5.63 million original issue discount retained by HRCx assuming the full disbursement of the Royalty Bond, with $3.38 million retained on the Closing Date. The Royalty Bond shall mature upon the earlier of (i) 10 years after the Closing Date or (ii) the date on which the Royalty Bond has been fully repaid within ten years after the Closing Date, unless there is a patent term extension of a specified patent whereby the Royalty Bond maturity date shall be extended by two years to 12 years from the Closing Date (the “Maturity Date”).

Supporting evidence: The Royalty Bond interest and principal shall be paid solely from proceeds of the Royalty Interest. The outstanding principal amount of the Royalty Bond shall bear interest at a rate of 9.75% plus the 3-month secured overnight financing rate as administered by the Federal Reserve Bank of New York (“SOFR”) with a 4.25% SOFR floor. Interest will be payable from the Royalty Interest in arrears 60 days after the end of each applicable quarter. If the Royalty Interest is insufficient to pay the interest when due, unpaid interest shall accrue to the principal balance. All remaining proceeds of the Royalty Interest, after the payment of interest, will be applied to outstanding principal. The Company does not guarantee the Royalty Bond and is not responsible for any unpaid interest or principal under the Loan Agreement.

Supporting evidence: On May 16, 2025 (the “Closing Date”), a wholly owned subsidiary of REGENXBIO Inc. (the “Company”), REGENXBIO RS LLC (“REGENXBIO RS”), entered into a Loan Agreement (“Loan Agreement”) with an affiliate of HealthCare Royalty Management, LLC (“HCRx”). Under the terms of the Loan Agreement, HCRx will provide REGENXBIO RS with an aggregate limited recourse loan of up to $250 million (the “Royalty Bond”). The Royalty Bond will be disbursed in three tranches, with $150 million already funded on the Closing Date, $50 million available if sales of a specified product exceed a specified sales threshold in any four quarter period ending between the Closing Date and December 31, 2026, and $50 million if both parties exercise an option in 2027. The amounts are net of $1.5 million in HCRx fees and expenses and an up to $5.63 million original issue discount retained by HRCx assuming the full disbursement of the Royalty Bond, with $3.38 million retained on the Closing Date. The Royalty Bond shall mature upon the earlier of (i) 10 years after the Closing Date or (ii) the date on which the Royalty Bond has been fully repaid within ten years after the Closing Date, unless there is a patent term extension of a specified patent whereby the Royalty Bond maturity date shall be extended by two years to 12 years from the Closing Date (the “Maturity Date”).