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Debt
9 Months Ended
Sep. 30, 2021
Debt Disclosure [Abstract]  
Debt Debt
MidCap Credit Agreement
On September 30, 2021, the Company entered into an amendment (“Amendment No. 3”) to the Company’s Credit and Security Agreement, dated as of September 25, 2020, as amended on October 21, 2020 and July 30, 2021, with MidCap Financial Trust, as agent (“MidCap”), and the lenders party thereto from time to time (as amended by Amendment No. 3, the “MidCap Credit Agreement”).
The MidCap Credit Agreement provides for a secured term loan facility in an aggregate principal amount of up to $25,000 (the “MidCap Credit Facility”). The Company borrowed the first advance of $17,500 (“Tranche 1”) on September 25, 2020 (the “Closing Date”). Amendment No. 3 extends the availability of the second advance of $7,500 (“Tranche 2”) under the MidCap Credit Agreement from September 30, 2021 to December 31, 2021, subject to the Company’s satisfaction of certain applicable funding conditions as described in Amendment No. 3, including the Company’s issuance of equity interests, subject to certain limitations, resulting in receipt by the Company of unrestricted net cash proceeds of at least $20,000, and the contribution by the Company, and receipt by Exicure Operating Company, of such cash proceeds to the capital of Exicure Operating Company.
Tranche 1 and if borrowed, Tranche 2, each bear interest at a floating rate equal to 6.25% per annum, plus the greater of (i) 1.50% or (ii) one-month LIBOR. Interest on each loan advance is due and payable monthly in arrears. Principal on each loan advance is payable in 36 equal monthly installments beginning October 1, 2022 until paid in full on October 1, 2025 (the “Maturity Date”). Prepayments of the loans under the MidCap Credit Agreement, in whole or in part, will be subject to early termination fees in an amount equal to 3.0% of principal prepaid if prepayment occurs on or prior to the first anniversary of the Closing Date and 1.0% of principal prepaid if prepayment occurs after the first anniversary of the Closing Date and prior to the maturity date. In connection with execution of the MidCap Credit Agreement, the Company paid MidCap a $125 origination fee.

At the Maturity Date or on any earlier date on which all amounts advanced to the Company become due and payable in full, or are otherwise paid in full, the Company is required to pay an exit fee equal to 3.75% of the principal amount of all loans advanced to the Company under the MidCap Credit Agreement. Upon the advance of Tranche 1, the Company accrued $656 for the related exit fee.
The Company’s obligations under the MidCap Credit Agreement are secured by a security interest in substantially all of its assets, excluding intellectual property (which is subject to a negative pledge). Additionally, the Company’s future subsidiaries, if any, may be required to become co-borrowers or guarantors under the MidCap Credit Agreement.
The MidCap Credit Agreement contains customary affirmative covenants and customary negative covenants limiting the Company’s ability and the ability of the Company’s subsidiaries, if any, to, among other things, dispose of assets, undergo a change in control, merge or consolidate, make acquisitions, incur debt, incur liens, pay dividends, repurchase stock and make investments, in each case subject to certain exceptions.
The MidCap Credit Agreement also contains customary events of default relating to, among other things, payment defaults, breaches of covenants, a material adverse change, delisting of the Company’s common stock, bankruptcy and insolvency, cross defaults with certain material indebtedness and certain material contracts, judgments, and inaccuracies of representations and warranties. Upon an event of default, the agent and the lenders may declare all or a portion of the Company’s outstanding obligations to be immediately due and payable and exercise other rights and remedies provided for under the agreement. During the existence of an event of default, interest on the obligations could be increased by 2.0%.
Total proceeds, net of fees and issuance costs, borrowed under Tranche 1 were $16,512. Fees and issuance costs of $332, as well as fees of $656 that are payable to MidCap at maturity of Tranche 1, are recorded as a reduction to the carrying amount of long-term debt on the Company’s balance sheet and will be amortized to interest expense through the maturity date of October 1, 2025 using the effective interest method. Fees and issuance costs of $73 attributed to the amount available to be borrowed under Tranche 2 were paid and recorded as deferred financing costs (other assets) and will be (i) recorded as a reduction in the carrying amount of long-term debt in future periods if amounts are borrowed under Tranche 2 or (ii) will be amortized and recorded to interest expense if amounts are not borrowed under Tranche 2. For the three and nine months ended September 30, 2021, the Company recognized $36 and $73, respectively, as interest expense and no balance of the deferred financing costs remains as of September 30, 2021.
As of September 30, 2021, the aggregate carrying value of the Company’s long-term debt is $16,801.
As of September 30, 2021, the principal maturities of the Company’s long-term debt were as follows:
September 30, 2021
2021 (remaining three months)$— 
20221,459 
20235,833 
20245,833 
20254,375 
Principal balance outstanding$17,500 
less: unamortized discount and debt issuance costs(699)
Long-term debt$16,801 
Current portion— 
Noncurrent portion$16,801 
The Company paid interest on the MidCap Credit Agreement of $344 and $1,041 during the three and nine months ended September 30, 2021, respectively. The Company paid interest on the Hercules Loan Agreement (as discussed below) of $0 and $142 during the three and nine months ended September 30, 2020, respectively.
Hercules Loan Agreement
On March 2, 2020, pursuant to the terms of the loan agreement with Hercules Technology Growth Capital (“Hercules”) and subsequent amendments thereto (the “Hercules Loan Agreement”), the Company repaid all remaining outstanding obligations under the Hercules Loan Agreement as of the maturity date, including the outstanding principal balance of $4,999 and the end of term fee of $100.