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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  Richard.sherman@tetralogicpharma.com

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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#1750   You realize 209k time 0.06 is only $12,000 zoomlik 05/24/19 02:46:31 PM
#1749   Must be with all that buying hmmm$TLOG KMR73 05/24/19 02:45:27 PM
#1748   I just think binirapant data is good zoomlik 05/24/19 02:10:06 PM
#1747   Yep i saw that, a few days ago KMR73 05/24/19 01:58:08 PM
#1746   Yes definitely something is going on behind the KMR73 05/24/19 01:55:54 PM
#1745   Data is open label .. it means patients zoomlik 05/24/19 01:46:13 PM
#1744   IMO the data is great. Someone wants to venturepart 05/24/19 01:45:59 PM
#1743   I think the data has been leaked and venturepart 05/24/19 01:44:15 PM
#1742   Hmm someone is loading here, and why?hmmm KMR73 05/24/19 01:14:56 PM
#1741   But we need data .. they will see zoomlik 05/24/19 11:29:16 AM
#1740   Agreed .. keytruda will do $10B sales this zoomlik 05/24/19 11:28:11 AM
#1739   Agreed. Don’t discount the Merck connection either: birinapant venturepart 05/24/19 11:09:26 AM
#1738   As I said, if birinapant shows good data zoomlik 05/24/19 10:29:55 AM
#1737   Yeah I agree. It’s peanuts for pro’s. Nonetheless venturepart 05/24/19 10:10:34 AM
#1736   By the way accumulating 1M shares at avg zoomlik 05/24/19 09:43:56 AM
#1735   You have good points .. All I care zoomlik 05/24/19 09:26:21 AM
#1734   Transparent? They haven’t filed anything with the SEC venturepart 05/24/19 03:03:11 AM
#1733   You know what I think Everything is 100% transparent zoomlik 05/23/19 11:31:57 PM
#1732   Make no mistake about it. When money is venturepart 05/22/19 08:15:51 PM
#1731   I don’t believe in conspiracy theories But data zoomlik 05/22/19 03:46:20 PM
#1730   I agree with your assessments. In my opinion venturepart 05/22/19 03:35:51 PM
#1729   If birinapant makes a small splash and shows zoomlik 05/22/19 11:51:52 AM
#1728   Milestones and royalty for birinapant to tlog shareholders zoomlik 05/22/19 11:25:40 AM
#1727   Remember if efficacy data is promising for the zoomlik 05/22/19 11:04:48 AM
#1726   I think 2024 was picked as likely date zoomlik 05/22/19 10:37:05 AM
#1725   There’s a reason the senior debt holders agreed venturepart 05/21/19 02:46:19 AM
#1724   Binirapant trial is open .. primary is mid zoomlik 05/20/19 09:29:21 PM
#1723   I think your analysis is accurate. I figured venturepart 05/20/19 08:40:21 PM
#1722   But high dose started in oct 3018 zoomlik 05/20/19 06:03:00 PM
#1721   Sorry .. asco data is P1 zoomlik 05/20/19 05:26:09 PM
#1720   Remember keytruda sales is approaching $10B this year zoomlik 05/20/19 05:09:57 PM
#1719   From my read .. birinapant (? Spelling and zoomlik 05/20/19 04:44:02 PM
#1718   I can’t find HDAC milestones .. no royalty zoomlik 05/20/19 04:06:46 PM
#1717   looking at the Asset Purchase Agreement .. Debt zoomlik 05/20/19 03:46:16 PM
#1716   It’s been a while since I reviewed it venturepart 05/20/19 03:33:18 PM
#1715   Do you know total debt outstanding and how zoomlik 05/20/19 01:33:09 PM
#1714   I think I remember reading that someone here venturepart 05/20/19 12:09:17 PM
#1713   Sounds too complicated .. why don’t you ask zoomlik 05/20/19 11:53:54 AM
#1712   Probably , we small holders need to contact zoomlik 05/20/19 11:37:54 AM
#1711   Based on the Batuta website, Alexandre Zyngier is venturepart 05/20/19 11:30:46 AM
#1710   Who is representing tlog sharehokders now? zoomlik 05/20/19 10:26:01 AM
#1709   I thought the same thing. venturepart 05/17/19 07:50:23 PM
#1708   Medivir should list in USA zoomlik 05/17/19 01:23:42 PM
#1707   I think these drugs licensed by Medivir are zoomlik 05/17/19 10:18:19 AM
#1706   Birinapant<>And yet another TLOG compound in the news<> venturepart 05/17/19 02:02:40 AM
#1705   Wish they had If they are looking for a zoomlik 05/16/19 09:46:20 AM
#1704   I don’t know Medivir has had discussions with venturepart 05/16/19 01:13:41 AM
#1703   Tlog started acting like a CVR after it zoomlik 05/15/19 07:54:06 PM
#1702   This isn’t about when P3 meets PEP. This venturepart 05/15/19 07:48:20 PM
#1701   Milestones are due when p3 meets primary zoomlik 05/15/19 05:34:25 PM