7.	DEBT AND WARRANTS

Convertible Notes and Warrants

On May 4, 2015, Private Tobira’s convertible notes of $43.0 million and accrued interest of $5.2 million were converted into 3,532,756 shares of Series B preferred stock of Private Tobira immediately followed by conversion on a one for one basis into shares of Private Tobira common stock. The following table presents convertible notes, including principal and accrued interest, that were converted to shares of common stock (in thousands):

Convertible Notes	Principal		Accrued Interest
July 2012	$	10,000	$	2,368
January 2013		7,000		1,342
October 2013		5,000		617
March 2014		8,000		726
March 2015		13,000		168
Total	$	43,000	$	5,221

In connection with the conversion of the March 2015 notes, the Company recorded a contingent beneficial conversion feature of $0.4 million equal to the difference between the conversion price of $11.81 and the fair value of the underlying Series B preferred stock on the date of issuance. The contingent beneficial conversion feature was immediately expensed to interest expense and recorded in other income (expense), net, on the accompanying statement of operations and comprehensive loss.

On May 4, 2015, warrants issued to holders of the July 2012 notes, January 2013 notes, October 2013 notes and March 2014 notes expired unexercised. No warrants were issued in connection with the March 2015 notes.

Oxford Finance Term Loan

On June 30, 2014, and as amended on May 5, 2015 to address the Merger, the Company entered into an aggregate $15.0 million, four year term loan with Oxford Finance LLC, or the Oxford Loan. The Oxford Loan bears interest at a fixed rate of 6.954% per annum with interest only payments through December 31, 2015 followed by 30 equal payments of principal and interest until maturity at June 1, 2018. At the time of final payment, the Company is required to pay an exit fee of 4.0% of the original principal balance of the Oxford Loan, which the Company recorded as a liability and debt discount at the origination of the term loan. In addition, the Company incurred loan origination fees of $0.1 million which were recorded as a loan discount and debt issuance costs of $0.1 million which were recorded as an other asset.

On August 10, 2015, the Company amended the terms of the Oxford Loan to extend the interest only period through December 31, 2016 and the maturity date to June 1, 2019. The exit fee was increased from 4.0% to approximately 5.0% of the original principal balance. The Oxford Loan continues to bear interest at a fixed rate of 6.954% per annum. The Company accounted for the amended terms as a debt modification. No additional fees or other consideration were paid to Oxford Finance LLC. Costs incurred with third parties were expensed as incurred.

In connection with the Oxford Loan, the Company granted a security interest in all of its assets, except intellectual property, provided that a judicial authority could require the Company’s intellectual property to be part of the collateral package to the extent necessary to satisfy repayment if the company’s other secured assets are insufficient. The Oxford Loan restricts the Company from issuing dividends and contains customary affirmative and negative covenants. At September 30, 2015, the Company was in compliance with all loan covenants.

The Company is permitted to make voluntary prepayments of the Oxford Loan with a prepayment fee equal to (i) 3.0% of the loan prepaid during the first 12 months, (ii) 2.0% of the loan prepaid in months 13-24 and (iii) 1.0% of the loan thereafter. The Company is required to make mandatory prepayments of the outstanding loan upon the acceleration by the lenders following the occurrence of an event of default, along with a payment of the final payment, the prepayment fee and any other obligations that are due and payable at the time of prepayment.

The Company evaluated the Oxford Loan in accordance with accounting guidance for derivatives and determined there was de minimis value to the identified derivative features at issuance and at subsequent reporting periods through September 30, 2015.

The Company accounts for the debt discount and deferred issuance costs utilizing the effective interest method. The Company recorded interest expense and amortization of the debt discount of $0.3 million and $1.0 million for the three and nine months ended September 30, 2015, respectively, and $0.3 million and $0.3 million for the three and nine months ended September 30, 2014, respectively.

Long-term debt and unamortized discount balances are as follows (in thousands):

	As of September 30, 2015			As of December 31, 2014
Face value of term loan	$	15,000		$	15,000
Exit fee		755			600
Unamortized debt discount associated with issuance of preferred stock warrants, exit fee, and loan origination fees		(742	)		(811	)
Term loan, net	$	15,013		$	14,789

As of September 30, 2015, future minimum payments under the Oxford Loan were as follows (in thousands):

Year ending December 31,
2015 (remaining three months)	$	261
2016		1,043
2017		6,554
2018		6,554
2019		4,031
Total future minimum payments		18,443
Less: unamortized interest		(2,688	)
Less: exit fee		(755	)
Present value of loan payments	$	15,000

Warrants

In connection with the Oxford Loan, the Company issued warrants to the lenders to purchase an aggregate of 51,783 of Series B preferred stock at a purchase price of $10.14 per share after giving effect for the Exchange Ratio.

In November 2011, the Company entered into a loan and security agreement with Square 1 Bank for a $4.0 million three-year loan, or the Square 1 Loan. The Square 1 Loan was paid in full and terminated in June 2014. In connection with the Square 1 Loan, the Company issued to Square 1 Bank a warrant to purchase 11,835 shares of Series B preferred stock with an exercise price of $10.14 per share after giving effect for the Exchange Ratio.

Prior to the Merger, Regado secured a venture debt loan with Comerica Bank for $4.5 million, or the Comerica Loan. The Comerica Loan was paid in full and was terminated in March 2015. In connection with the Comerica Loan, Regado issued to Comerica Bank a warrant to purchase 1,039 shares of common stock with an exercise price of $108.18 per share after giving effect to the one for nine reverse stock split.

Prior to May 4, 2015, the Company accounted for these warrants as a liability, which were revalued to fair value at each reporting period. On May 4, 2015, in connection with the Merger, the warrants to purchase shares of Series B preferred stock converted to warrants to purchase common stock, and the associated preferred stock warrant liability was revalued to fair value and reclassified to additional paid-in capital.

The Company had the following shares of common stock warrants outstanding as of September 30, 2015 after giving effect for the Exchange Ratio:

				Shares
				Outstanding as of
		Per Share Exercise		September 30,
Issuance Date	Expiration Date	Price		2015
November 2011	November 2018	$	10.14		11,835
May 2013	May 2023	$	108.18		1,039
June 2014	June 2021	$	10.14		51,783
					64,657