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TetraLogic Pharmaceuticals Corp. (TLOG)

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TetraLogic Pharmaceuticals Corp

TetraLogic Pharmaceuticals Corporation Announces Completion of Sale of SMAC Mimetic and HDAC Inhibitor Assets to Medivir AB

Date : 12/29/2016 @ 10:30AM
Source : GlobeNewswire Inc.
Stock : NO^TLOG (TLOG)
Quote :  0.1102  0.0 (0.00%) @ 2:05AM

TetraLogic Pharmaceuticals Corporation Announces Completion of Sale of SMAC Mimetic and HDAC Inhibitor Assets to Medivir AB

TetraLogic Pharmaceuticals Corporation (NASDAQ:TLOG) (“TetraLogic” or “Company”) and its wholly-owned subsidiary
TetraLogic Research and Development Corporation (“TDRC”) today announced that they have completed the sale to
Medivir AB (Nasdaq Stockholm:MVIR) (“Medivir”) of their SMAC mimetic 
program, including their clinical stage asset birinapant,
and their topical HDAC inhibitor, remetinostat (SHAPE), to Medivir (the “Sale”) for a purchase price of (i) $12 million payable in
cash at closing plus (ii) milestone payments of up to $153 million based on the development and commercialization of TetraLogic’s
product candidates by Medivir subject to certain conditions and limitations 
described in the Asset Purchase Agreement for the Sale
and (iii) additional earn-out payments based on annual net sales of birinapant, subject to certain conditions and limitations described
in the Asset Purchase Agreement for the Sale as follows:


  • the Company will be entitled to 5% of annual net sales from $0 to $500,000,000;
    the Company will be entitled to 7.5% of annual net sales from $500,000,000 to $1,000,000,000; and
    the Company will be entitled to 10% of annual net sales above $1,000,000,000.

Medivir also assumed certain assumed liabilities.

The transaction was approved by the holders of TetraLogic’s outstanding convertible debt (the “Senior Notes”) and by a vote of TetraLogic’s stockholders holding a
majority of the shares eligible to vote, at a stockholders’ meeting held on December 29, 2016.

Under its agreement with the holders of Senior Notes, the Company will use the $12 million cash proceedsreceived at closing of the Sale to redeem $12 million
in aggregate principal amount of the Senior Notes then outstanding.  The holders of the Senior Notes have also agreed to extend the maturity date of the
Senior Notes to June 15, 2024 and to receive interest payments in additional Senior Notes in lieu of cash.

The Company has voluntarily delisted its Common Stock, from The Nasdaq Global Market and deregistered its Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended.

In connection with the completion of the Sale, Mr. J. Kevin Buchi, Dr. Mary Ann Gray, Mr. Michael Kishbauch, Mr. Paul Schmitt and Dr. Andrew Pecora each resigned
as a member of the Board of Directors of the Company, effective December 30, 2016.  The resignation was not a result of any disagreement with the Company on
any matter relating to the Company’s operations, policies or practices.  Additionally, effective December 30, 2016, Mr. J. Kevin Buchi resigned as
Chief Executive Officer of the Company, Mr. Richard Sherman resigned as Senior Vice President, Secretary and General Counsel of the Company,
Mr. Patrick Hutchison resigned as Chief Financial Officer and Treasurer of the Company and Dr. Tony Meehan resigned as Chief Operating Officer of the Company. 
In connection with their resignation, each officer entered into a settlement and release agreements pursuant to which each received a lump sum settlement in the aggregate
amount previously disclosed in the Company’s Form 8-K filed on November 14, 2016.

Forward-Looking Statements

Some of the statements in this press release and other written and oral statements made from time to time by TetraLogic and its representatives are
“forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. These statements include statements regarding cost savings and other benefits expected to be derived from the delisting and deregistration and the intent
and belief or current expectations of TetraLogic and its management team. Such statements may be identified by the use of words like “anticipate”, “believe”, “estimate”,
“expect”, “intend”, “may”, “plan”, “will”, “should”, “seek”, the negative of these terms or other comparable terminology. Investors are cautioned that any such forward-looking
statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the
forward-looking statements. Investors should read carefully the factors described in the “Risk Factors” section of TetraLogic’s filings with the SEC, including
TetraLogic’s Form 10-K for the year ended December 31, 2015 and the Company’s Form 10-Q for the quarter ended September 30, 2016, for information regarding risk factors that could affect TetraLogic’s results.

The forward-looking statements contained in this press release speak only as of the date of this press release and TetraLogic undertakes no obligation to publicly update any
forward-looking statements to reflect changes in information, events or circumstances after the date of this press release, unless required by law.

  CONTACT:  Richard L. Sherman General Counsel, TetraLogic Pharmaceuticals Corporation

Primary Logo

Active Clinical Programs

Myelodysplastic Syndromes (MDS) Birinapant    
Cutaneous T-Cell Lymphoma (CTCL) SHAPE    
Ovarian Cancer Birinapant    
Hepatitis B

Presentations & Publications

Bioradiations: What Academic Researchers Can Learn from Small Biotechs about Antibody Validation

Combination effects of SMAC mimetic birinapant with TNFα, TRAIL, and docetaxel in preclinical models of HNSCC

> See all Presentations & Publications

About TetraLogic Pharmaceuticals

TetraLogic Pharmaceuticals (Nasdaq: TLOG) is a clinical-stage biopharmaceutical company focused on discovering, acquiring and developing novel product candidates to treat cancer and infectious diseases. We currently have two clinical-stage product candidates in development: birinapant and suberohydroxamic acid (4-methoxycarbonyl) phenyl ester (SHAPE).

Birinapant is designed to mimic the activity of an endogenous protein, the Second Mitochondrial Activator of Caspases, or SMAC, which is involved in the regulation of the apoptotic process within cells. Avoidance of apoptosis is a critical step in cancer tumor development and certain infectious diseases.

SHAPE is a histone deacetylase inhibitor, or HDACi. Altered expression of histone deacetylases, or HDACs, has been linked to tumor development and several drugs approved for systemic use in the treatment of cancers take advantage of this mechanism.

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#1568   Medivir’s Annual Report for 2017 is published Ubertino 04/12/18 10:49:25 AM
#1567   SHELL WIT LOW SS $TLOG mick 04/07/18 10:50:27 AM
#1566 mick 04/07/18 10:49:51 AM
#1565   NICE CLEAN SHELL/ DEBT FREE/ $TLOG mick 04/07/18 10:49:35 AM
#1564 mick 02/22/18 09:10:31 PM
#1563   WHO IS GOING TO PLACE COMPANY IN DIS mick 02/22/18 09:10:18 PM
#1562   Is this ever going to run? HoanTuong 01/29/18 11:46:25 AM
#1561   Test HYNBULL 01/27/18 08:43:33 PM
#1560   Tetralogic Pharmaceu (TLOG) mick 01/22/18 11:22:18 AM
#1559   Amended Statement of Ownership (sc 13g/a) "Edgar (US mick 01/02/18 10:41:11 AM
#1558   Amended Statement of Ownership (sc 13g/a) "Edgar (US mick 01/02/18 10:40:59 AM
#1557   Amended Statement of Ownership (sc 13g/a) "Edgar (US mick 01/02/18 10:40:44 AM
#1556   Amended Statement of Ownership (sc 13g/a) "Edgar (US mick 01/02/18 10:40:25 AM
#1555   Statement of Ownership (sc 13g) "Edgar (US Regulatory)" mick 01/02/18 10:40:06 AM
#1554   Tetralogic Pharmaceu (TLOG) mick 01/02/18 10:30:42 AM
#1553   Tetralogic Pharmaceu (TLOG) mick 12/26/17 10:02:35 AM
#1552 mick 12/19/17 12:07:46 PM
#1551   wit monies received should have shared with shareholders/ mick 12/19/17 11:49:34 AM
#1550   I'm looking Work Harder 12/18/17 07:18:54 PM
#1549   Interesting updates regarding remetinostat on Medivir site venturepart 12/07/17 02:16:18 AM
#1548 mick 12/01/17 05:41:34 AM
#1547   Someone has been quietly accumulating a lot of gone2ground 11/22/17 11:19:21 AM
#1546   Looks like someone is determined to walk the roctober 11/21/17 01:16:43 PM
#1545   I have contacted numerous party's involved in the venturepart 11/01/17 12:15:33 PM
#1544   Have you tried to contact Medivir? roctober 11/01/17 01:44:45 AM
#1543   thank you, AH READING, $TLOG/ Sales & Book mick 10/31/17 02:09:03 PM
#1542   big spender today 10 shares/ $TLOG mick 10/31/17 12:09:14 PM
#1541   sure hard to get information mick 10/31/17 12:03:19 PM
#1540   Am pretty sure tlog doesnt even have a roctober 10/31/17 11:57:09 AM
#1539   Earnings and Valuation mick 10/31/17 10:23:36 AM
#1538 mick 10/31/17 10:05:26 AM
#1537 mick 10/31/17 09:54:55 AM
#1536 mick 10/31/17 09:46:56 AM
#1535   any updates my friend ????? $TLOG mick 10/31/17 09:46:47 AM
#1534   Thank you!! Ubertino 10/27/17 01:19:32 PM
#1533   Yes possibly me. And fair disclose, yes I venturepart 10/27/17 10:39:42 AM
#1532   Who? I expect those who own the most shares. Ubertino 10/27/17 09:20:34 AM
#1531   The "deal" isn't only based on sales, there venturepart 10/27/17 06:58:52 AM
#1530   There was a deal arranged to insure tlogers Ubertino 10/26/17 10:45:09 PM
#1529   Key is assets venturepart 10/26/17 08:27:37 PM
#1528   I think our ass..ets was best protected when Ubertino 10/26/17 03:53:27 PM
#1527   Positive data reported across multiple clinical programs venturepart 10/26/17 01:02:10 PM
#1526 mick 10/23/17 12:44:25 PM
#1525   TLOG 0.04 0.00 -3.82% USD 11:40 AM EDT 48.50k mick 10/23/17 12:44:06 PM
#1524   Low volume & TLOG up 36% AGAIN venturepart 10/19/17 12:22:48 PM
#1523   Thx for the reply. Dually noted, a great Flygy481 10/19/17 11:21:10 AM
#1522   It is fantastic news not just for those venturepart 10/19/17 11:18:42 AM
#1521   Great news, but when will it go to Flygy481 10/19/17 10:19:44 AM
#1520   NEWS: MEDIVIR AB (Nasdaq Stockholm: MVIR) today announces venturepart 10/19/17 09:52:57 AM
#1519   Could Medivir insiders purchase TLOG shares on open market? venturepart 10/18/17 10:26:09 PM