Exhibit 10.12


 





AMENDMENT NO. 1 


TO  


LOAN AND SECURITY AGREEMENT 


 


This
Amendment No. 1 to Loan and Security Agreement (this “Amendment”) is dated as of January 23, 2015 (the “First
Amendment Date”) and is entered into by and among EDGE THERAPEUTICS, INC., a Delaware corporation, and each of its subsidiaries
(hereinafter collectively referred to as the “Borrower”), the several banks and other financial institutions or other
entities from time to time party hereto (collectively, “Lender”) and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland
corporation, in its capacity as administrative agent for itself and Lender (“Agent”). Capitalized terms used herein
without definition shall have the same meanings given them in the Loan Agreement (as defined below).


 


Recitals


 


A.                
Borrower, Agent and Lender have entered into that certain Loan and Security Agreement dated as of August 28, 2014 (as
may be amended, restated, or otherwise modified, the “Loan Agreement”), pursuant to which Lender has agreed to extend
and make available to Borrower certain advances of money.


 


B.                
Borrower, Agent and Lender have agreed to amend the Loan Agreement upon the terms and conditions more fully set forth
herein.


 


Agreement


 


NOW, THEREFORE, in
consideration of the foregoing Recitals and intending to be legally bound, the parties hereto agree as follows:


 


1.             Amendments.


 


1.1             
Section 1.1(a). The definitions of “First Draw Period” and “First Milestone
Event” are hereby amended and restated in their entirety as follows:


 


“First Draw Period”
means the period commencing upon the occurrence of the First Milestone Event and ending on the earlier to occur of (i) January
31, 2015, and (ii) an Event of Default.


 


“First Milestone
Event” means confirmation by Agent that Borrower has received, after July 21, 2014, but on or prior to December 31, 2014,
unrestricted and unencumbered gross cash proceeds in an amount of equal to or greater than Fifteen Million Dollars ($15,000,000)
from the issuance and sale by Borrower of its equity securities and/or Subordinated Indebtedness in a transaction or a series of
transactions in each case with Borrower’s existing investors and investors reasonably acceptable to Agent.


 


2.             Borrower’s Representations And Warranties.
Borrower represents and warrants that:


 


2.1             
Immediately upon giving effect to this Amendment (i) the representations and warranties
contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent
such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (ii) no
Event of Default has occurred and is continuing with respect to which Borrower has not been notified in writing by Agent or Lender.


 






    	 



    	 



    

2.2             
Borrower has the corporate power and authority to execute and deliver this Amendment and
to perform its obligations under the Loan Agreement, as amended by this Amendment.


 


2.3             
The certificate of incorporation, bylaws and other organizational documents of Borrower
delivered to Lender on the Closing Date remain true, accurate and complete and have not been amended, supplemented or restated
and are and continue to be in full force and effect.


 


2.4             
The execution and delivery by Borrower of this Amendment and the performance by Borrower
of its obligations under the Loan Agreement, as amended by this Amendment, have been duly authorized by all necessary corporate
action on the part of Borrower.


 


2.5             
This Amendment has been duly executed and delivered by Borrower and is the binding obligation
of Borrower, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting
creditors’ rights; and


 


2.6             
As of the date hereof, it has no defenses against the obligations to pay any amounts under
the Obligations. Borrower acknowledges that Lender and Agent have acted in good faith and has conducted in a commercially reasonable
manner its relationships with Borrower in connection with this Amendment and in connection with the Loan Documents.


 


Borrower understands
and acknowledges that Agent and Lender are entering into this Amendment in reliance upon, and in partial consideration for, the
above representations and warranties, and agrees that such reliance is reasonable and appropriate.


 


3.             Limitation.
The amendments set forth in this Amendment shall be limited precisely as written and
shall not be deemed (a) to be a waiver or modification of any other term or condition of the Loan Agreement or of any other instrument
or agreement referred to therein or to prejudice any right or remedy which Agent or Lender may now have or may have in the future
under or in connection with the Loan Agreement (as amended hereby) or any instrument or agreement referred to therein; or (b)
to be a consent to any future amendment or modification or waiver to any instrument or agreement the execution and delivery of
which is consented to hereby, or to any waiver of any of the provisions thereof. Except as expressly amended hereby, the Loan
Agreement shall continue in full force and effect.


 


4.             Effectiveness.
This Amendment shall become effective upon the satisfaction of all the following conditions
precedent:


 


4.1             
Amendment. Borrower, Agent and Lender shall
have duly executed and delivered this Amendment to Agent.


 


4.2             
Payment of Lender and Agent Expenses. Borrower
shall have paid all Agent and Lender Expenses (including all reasonable attorneys' fees and reasonable expenses) incurred through
the date of this Amendment.


 


5.             Counterparts.
This Amendment may be signed in any number of counterparts, and by different parties
hereto in separate counterparts, with the same effect as if the signatures to each such counterpart were upon a single instrument.
All counterparts shall be deemed an original of this Amendment. This Amendment may be executed by facsimile, portable document
format (.pdf) or similar technology signature, and such signature shall constitute an original for all purposes.


 






    	 



    	 



    

6.             Incorporation By Reference.  The
provisions of Section 11 of the Agreement shall be deemed incorporated herein by reference, mutatis mutandis.


 


7.             Second Term Loan Commitment replaced.  For
the avoidance of doubt, the $3,000,000 commitment for the second Term Loan Advance set forth in the second sentence of Section
2.1(a) of the Loan Agreement in effect prior to this Amendment has expired and for the abundance of caution, is terminated in full
and is now replaced by the second Term Loan commitment set forth in this Amendment.


 


In
Witness Whereof, the parties have duly authorized and caused this Amendment to be executed as of the date first written
above.


 





	BORROWER:	 
	 	 	 
	EDGE THERAPEUTICS, INC.	 
	 	 	 
	Signature:	/s/ Andrew J. Einhorn	 
	 	 	 
	Print Name:	Andrew J. Einhorn	 
	 	 	 
	Title:	Chief Financial Officer	 
	 	 	 
	 	 	 
	Accepted in Palo Alto, California:	 
	 	 	 
	AS AGENT AND LENDER:	 
	 	 	 
	HERCULES TECHNOLOGY GROWTH CAPITAL, INC.	 
	 	 	 
	Signature:	/s/ Ben Bang	 
	 	 	 
	Print Name:	Ben Bang	 
	 	 	 
	Title:	Associate General Counsel