AMICUS THERAPEUTICS, INC. (NASDAQ:FOLD) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On February 7, 2019, Amicus Therapeutics, Inc. (the “Company”) entered into separate, privately negotiated exchange agreements with a limited number of holders (the “Holders”) of the Company’s 3.00% Convertible Senior Notes due 2023 (the “Notes”). Under the terms of the exchange agreements (the “Exchange Agreements”), the Holders agreed to exchange an aggregate principal amount of approximately $32.5 million of Notes held by them in exchange for an aggregate of approximately 5.8 million shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (“Common Stock”).
In addition, to the Exchange Agreements, the Company will make an aggregate cash payment of approximately $150,000 to the Holders to satisfy accrued and unpaid interest to the closing date of the transaction, along with cash in lieu of fractional shares.
The transaction is expected to close on or about February 12, 2019, subject to customary closing conditions. Immediately following the exchange of the Notes contemplated by the Exchange Agreements, approximately $65.5 million in aggregate principal amount of the Notes will remain outstanding.
The foregoing description of the Exchange Agreements does not purport to be complete and is qualified in its entirety by reference to the form of the Exchange Agreements, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.
Item 3.02. Unregistered Sales of Equity Securities.
The disclosure under Item 1.01 above is incorporated by reference herein. The issuance of the Shares under the Exchange Agreements is being made to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), only to investors who are either institutional “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act, or (ii) “qualified institutional buyers” within the meaning of Rule 144A promulgated under the Securities Act.
As of February 6, 2019, the Company had outstanding 217,881,731 shares of its Common Stock. Subject to, and immediately following, successful closing of the transaction to the Exchange Agreements, the Company will have outstanding 223,708,587 shares of its Common Stock.
Item 9.01 Financial Statements and Exhibits
Exhibits:
AMICUS THERAPEUTICS, INC. Exhibit
EX-10.1 2 exhibit101.htm EXHIBIT 10.1 Exhibit EXCHANGE AGREEMENT[●] (the “Undersigned”),…
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About AMICUS THERAPEUTICS, INC. (NASDAQ:FOLD)
Amicus Therapeutics, Inc. is a biopharmaceutical company. The Company is focused on the discovery and development of therapies to treat a range of rare and orphan diseases. Its lead product candidate, migalastat HCl (Galafold), is an orally administered small molecule pharmacological chaperone for the treatment of Fabry disease, which is a type of lysosomal storage disorder (LSD). It has completed two Phase III global registration studies (Study 011 and Study 012) of migalastat monotherapy. It is also engaged in Phase III clinical development of a topical cream, SD-101, for the treatment of the genetic connective tissue disorder Epidermolysis Bullosa. It has also initiated a clinical study in patients with Pompe disease, a LSD to investigate its treatment paradigm that consists of ATB200, which is an engineered recombinant human acid alpha-glucosidase enzyme with an optimized carbohydrate structure to enhance uptake, co-administered with AT2221, to improve activity and stability.
