Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On September 4, 2025, Clearside Biomedical, Inc. (the "Company") entered into an Omnibus Amendment Agreement (the "Amendment") with Clearside Royalty LLC, a wholly owned subsidiary of the Company (the "Seller"), Healthcare Royalty Partners IV, L.P. (the "Purchaser") and HCR Clearside SPV, LLC (the "Purchaser Agent"). The Amendment, among other things, amends (i) the Purchase and Sale Agreement, dated as of August 8, 2022 (as amended to date, the "Purchase Agreement"), by and among the Seller, the Purchaser and the Purchaser Agent, (ii) the Contribution and Servicing Agreement, dated August 8, 2022 (as amended to date, the "Contribution Agreement"), by and between the Company and Seller and (iii) the Pledge and Security Agreement (as amended to date, the "Pledge Agreement"), dated as of August 8, 2022, by and between the Company and the Purchaser Agent.

Pursuant to the Purchase Agreement, in August 2022, the Seller sold to Purchaser certain of its rights to receive royalty and milestone payments payable to Seller under existing license agreements related to XIPERE (triamcinolone acetonide injectable suspension) or the Company's SCS Microinjector technology (collectively, the "Royalties"), and the Seller received $32.5 million. Pursuant to the Pledge Agreement, the Company pledged the capital stock of the Seller to secure the obligations of the Seller under the Purchase Agreement. Purchaser Agent is entitled to foreclose on such capital stock following the occurrence of certain events.

Pursuant to the Amendment, the Seller received an additional $3.0 million from the Purchaser, which the Seller then paid to the Company in exchange for the remaining assets related to the Company's SCS Microinjector technology. In addition, in exchange for the additional transferred assets, the Purchaser also agreed to (i) reduce the amount of aggregate Royalties required for the Purchase Agreement to expire, and the payment of Royalties from the Royalty Sub to the Purchaser to cease, from $110.5 million to $106.5 million, (ii) specified exceptions to its right to receive change of control payments and (iii) a waiver of its right to foreclose on the capital stock of the Seller in specified circumstances.

Except as set forth in the Amendment, all other terms and conditions of the Purchase Agreement, Contribution Agreement and Pledge Agreement remain in full force and effect. The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which the Company intends to file as an exhibit to its Quarterly Report on Form 10-Q for the quarter ending September 30, 2025.