Exhibit 10.36


 


AMENDMENT TO 


 


LOAN AND SECURITY AGREEMENT


 


This Amendment to
Loan and Security Agreement (this “Amendment”) is made as of April 6, 2016, by and among PhaseRx, Inc., a
Delaware corporation (the “Company”), and certain lenders under that certain Loan and Security Agreement,
dated as of December 21, 2015 (the “Loan Agreement”), among the Company and the financial institutions and
individuals listed on Annex A thereto, who execute this Amendment (the “Lenders”).


 


WITNESSETH:


 


WHEREAS, the Company
and the Lenders are parties to the Loan Agreement; and


 


WHEREAS, pursuant to
Section 10.01 of the Loan Agreement, the Loan Agreement may be amended by written agreement of the Company and the Required Lenders
(as defined in the Loan Agreement); and


 


WHEREAS, the Lenders
constitute the Required Lenders; and


 


WHEREAS, the Company
and the Lenders desire to amend the Loan Agreement to modify the definition of the term “Qualified Offering” for purposes
of the Loan Agreement;


 


NOW, THEREFORE, in
consideration of the mutual promises and covenants set forth herein, the parties hereto, intending legally to be bound, hereby
agree as follows:


 


1.          The
definition of “Qualified Offering” in Section 1.01 of the Loan Agreement is hereby amended and restated by replacing
the amount of “$36,000,000” in such definition with the amount of “$24,000,000”.


 


2.          Section
4.01(i) of the Disclosure Schedule made and given pursuant to Section 4 of the Loan Agreement is hereby deleted in its entirety
and replaced with Schedule 4.01(i) attached hereto.


 


3.          This
Amendment shall be effective upon its execution by the Company and the Lenders constituting the Required Lenders.


 


4.          This
Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement,
and any of the parties hereto may execute this Amendment by signing any such counterpart. Delivery of an executed counterpart of
a signature page to this Amendment by telecopier or by electronic mail (in portable document format (“PDF”)) shall
be effective as delivery of a manually executed counterpart of this Amendment.


 


5.          This
Amendment shall be governed by and construed according to the laws of the State of Delaware, without regard to the conflict of
laws provisions thereof.


 


[Signature page follows]


 




     


     

    

 


The parties
have caused
this Amendment to be duly executed
and delivered by their
proper and
duly authorized officers as of
the date
and year first written above.


 


	 	COMPANY:
	 	 
	 	PHASERX, INC.
	 	a Delaware corporation
	 	 	 
	 	By: 	/s/ Robert W. Overell
	 	Name: Robert W. Overell
	 	Title: President and Chief Executive Officer


 


[Signature pages of Lenders follow]


 




     


     


    

 


[SIGNATURE PAGE OF LENDERS TO AMENDMENT


TO LOAN AND SECURITY AGREEMENT]


 


	Name of Lender:	2004 Leon Sharf Irrevocable	 
	Signature of Authorized Signatory of Lender:	/s/ Willy Bear	 
	Name of Authorized Signatory:	Willy Bear	 
	Title of Authorized Signatory:	Trustee	 
	Principal Amount:	$50,000	 




  




     


     


    

 





[SIGNATURE PAGE OF LENDERS TO AMENDMENT


TO LOAN AND SECURITY AGREEMENT]


 


	Name of Lender:	Alpha Capital Anstalt	 
	Signature of Authorized Signatory of Lender:	/s/ Kondrad Ackermann	 
	Name of Authorized Signatory:	Kondrad Ackermann	 
	Title of Authorized Signatory:	Director	 
	Principal Amount:	$500,000	 


 




     


     


    

 


[SIGNATURE PAGE OF LENDERS TO AMENDMENT


TO LOAN AND SECURITY AGREEMENT]


 


	Name of Lender:	Chessed Found Ltd.	 
	Signature of Authorized Signatory of Lender:	/s/ Menachem Goldshmidt	 
	Name of Authorized Signatory:	Menachem Goldshmidt	 
	Title of Authorized Signatory:	Manager	 
	Principal Amount:	$400,000	 


 




     


     


    

 


[SIGNATURE PAGE OF LENDERS TO AMENDMENT


TO LOAN AND SECURITY AGREEMENT]


 


	Name of Lender:	Joseph Hoch	 
	Signature of Authorized Signatory of Lender:	/s/ Joseph Hoch	 
	Name of Authorized Signatory:	Joseph Hoch	 
	Title of Authorized Signatory:	 	 
	Principal Amount:	$100,000	 


 


 




     


     


    

 


[SIGNATURE PAGE OF LENDERS TO AMENDMENT


TO LOAN AND SECURITY AGREEMENT]


 


	Name of Lender:	Point Capital Inc.	 
	Signature of Authorized Signatory of Lender:	/s/ Eric Weisblum	 
	Name of Authorized Signatory:	Eric Weisblum	 
	Title of Authorized Signatory:	President	 
	Principal Amount:	$100,000	 


 




     


     


    

[SIGNATURE PAGE OF LENDERS TO AMENDMENT


TO LOAN AND SECURITY AGREEMENT]


 


	Name of Lender:	Robert S. Coleman Trust UDT 3/13/85	 
	Signature of Authorized Signatory of Lender:	/s/ Robert S. Coleman	 
	Name of Authorized Signatory:	Robert S. Coleman	 
	Title of Authorized Signatory:	Trustee	 
	Principal Amount:	$150,000	 


 




     


     


    

[SIGNATURE PAGE OF LENDERS TO AMENDMENT


TO LOAN AND SECURITY AGREEMENT]


 


	Name of Lender:	Titan Multi Strategy Fund LTD	 
	Signature of Authorized Signatory of Lender:	/s/ Jonathan Honig	 
	Name of Authorized Signatory:	Jonathan Honig	 
	Title of Authorized Signatory:	Manager	 
	Principal Amount:	$500,000.00	 


 


 




     


     


    

[SIGNATURE PAGE OF LENDERS TO AMENDMENT


TO LOAN AND SECURITY AGREEMENT]


 


	Name of Lender:	Riding The Bull LLC	 
	Signature of Authorized Signatory of Lender:	/s/ Mark Groussman	 
	Name of Authorized Signatory:	Mark Groussman	 
	Title of Authorized Signatory:	Managing Member	 
	Principal Amount:	$1.050,000	 


 




     


     


    

  


Schedule 4.01(i)


 


Section 4.01(i). Capitalization


 


Capital Stock as of the Date of the Agreement


 





	Common Stock	 	 	5,678,408	 
	Common Stock Options	 	 	 	 
	Outstanding	 	 	4,808,646	 
	Available for Grant	 	 	243,042	 
	Preferred Stock	 	 	20,216,583	 
	Series A-1 Stock	 	 	5,500,000	 
	Bridge Notes*	 	 	19,368,623	 
	Common Stock Warrants	 	 	-	 
	Preferred Stock Warrants	 	 	3,614,761	 
	 	 	 	 	 
	Total	 	 	59,430,063	 





 


*Number of shares of
common stock issuable upon conversion of all of the convertible promissory notes set forth in Annex 4.01(p) as of the date of the
Agreement.


 




     


     

    

 


Pro Forma Capitalization
(for illustrative purposes only, assuming the issuance of 1,250,000 shares of common stock at a public offering price per share
of $6.00 in the Qualified Offering)


 


	 	 	 	 	 	 	 	 	 	 	 	Without	 	 	Without	 	 	With	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	ESOP	 	 	ESOP	 	 	ESOP	 	 	With ESOP	 
	 	 	Shares	 	 	Amount
    ($)	 	 	Price	 	 	Ownership
    %	 	 	Ownership
    $	 	 	Ownership
    %	 	 	Ownership
    $	 
	Existing PhaseRx Shareholders	 	 	5,999,983	 	 	 	 	 	 	 	 	 	 	 	53.32	%	 	$	35,999,900	 	 	 	47.46	%	 	$	32,039,911	 
	New PhaseRx Insider Investment	 	 	1,566,667	 	 	$	9,400,000	 	 	$	6.00	 	 	 	13.92	%	 	$	9,400,000	 	 	 	12.39	%	 	$	8,366,000	 
	Shire Investment	 	 	-	 	 	$	-	 	 	$	-	 	 	 	0.00	%	 	$	-	 	 	 	0.00	%	 	$	-	 
	Private Sale	 	 	1,406,549	 	 	$	-	 	 	$	-	 	 	 	12.50	%	 	$	8,439,292	 	 	 	11.13	%	 	$	7,510,970	 
	Bridge Loan into Private Company	 	 	916,667	 	 	$	4,400,000	 	 	$	4.80	 	 	 	8.15	%	 	$	5,500,000	 	 	 	7.25	%	 	$	4,895,000	 
	Palladium Clients	 	 	1,250,000	 	 	$	7,500,000	 	 	$	6.00	 	 	 	11.11	%	 	$	7,500,000	 	 	 	9.89	%	 	$	6,675,000	 
	Palladium Capital Advisors	 	 	112,524	 	 	 	 	 	 	 	 	 	 	 	1.00	%	 	$	675,143	 	 	 	0.89	%	 	$	600,878	 
	Total	 	 	11,252,389	 	 	$	21,300,000	 	 	 	 	 	 	 	100.00	%	 	$	67,514,336	 	 	 	89.00	%	 	$	60,087,759	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ESOP	 	 	1,390,745	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	11.00	%	 	$	7,426,577	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total	 	 	12,643,134	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	100.00	%	 	$	67,514,336	 





 


Existing PhaseRx Shareholders includes preferred, common,
noteholders, warrentholders, and optionholders