Tetralogic Pharmaceuticals Corp (OTCMKTS:TLOG) and its subsidiary firm TetraLogic Research and Development Corporation reported that they have closed the sale to Medivir AB of their SMAC mimetic plan, comprising their clinical stage asset ‘birinapant’, and topical HDAC inhibitor, ‘remetinostat’, to Medivir. This deal is closed for a purchase price of $12 million in cash at closing and milestone compensation of up to $153 million depending on the commercialization and development of company’s product candidates by Medivir.
It is subject to certain limitations and conditions stated in the Asset Purchase Deal for the Sale. The purchase price terms also cover additional earn-out payments depending on yearly net sales of birinapant, depending on certain limitations and conditions stated in the Asset Purchase Deal for the Sale. The firm will be entitled to 5% of yearly net sales to $500 million from $0. It will be entitled to 7.5% of yearly net sales from $1 billion from $500 million, and the firm will be entitled to 10% of yearly net sales above $1 billion. Medivir also took certain assumed liabilities.
The deal details
The deal was accepted by the holders of TetraLogic’s due convertible debt and by a vote of TetraLogic’s shareholders holding a majority of the stock eligible to vote, at a shareholders meeting planned on December 29, 2016.
Under its deal with the holders of “Senior Notes”, the firm will use the cash proceeds of $12 million obtained at closing of the sale to convert $12 million in total principal amount of the “Senior Notes” than outstanding. The Senior Notes holders have agreed to spread the maturity date of the “Senior Notes” to June 15, 2024 and to get interest payments in additional “Senior Notes” in exchange of cash.
The firm has willingly delisted its Common Stock, from the NASDAQ and deregistered its shares. In pertaining with the completion of the Sale, J. Kevin Buchi, Mr. Michael Kishbauch, Dr. Mary Ann Gray, Dr. Andrew Pecora and Mr. Paul Schmitt each resigned as a participant of the Board of Directors of the firm, effective December 30, 2016.