PhaseRx, Inc. (NASDAQ:PZRX) Files An 8-K Entry into a Material Definitive Agreement

PhaseRx, Inc. (NASDAQ:PZRX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

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As previously reported by PhaseRx, Inc. (the “Company”), to bidding procedures approved by the U.S. Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), bids for substantially all of the Company’s assets were due on Monday, January 22, 2018.

On January 24, 2018, an auction for substantially all of the assets of the Company was held as scheduled but did not conclude. The auction remained open and was re-convened on January 30 and then again on January 31, 2018. At the conclusion of the auction, Roivant Sciences GmbH (“Roivant”) was selected as the highest and best bid for the assets with a purchase price of $800,000, in addition to other good and valuable consideration, consisting of assumption of certain liabilities and a note between Roivant and Hercules Capital, Inc. (“Hercules”), the Company’s senior secured lender, that includes milestone payments to pay down the Hercules secured debt, among other items. The sale of substantially all of the Company’s assets is subject to the Bankruptcy Court approval, and the Company sought approval of the sale of substantially all of its assets to Roivant as the winning bidder before the Bankruptcy Court on January 31, 2018. All proceeds from the auction will be used to satisfy the Company’s liabilities to the Company’s creditors.

On January 31, 2018, the Company and Roivant entered into an Asset Purchase Agreement, memorializing the foregoing terms of Roivant’s bid. to the Asset Purchase Agreement, the closing of the sale of substantially all of the assets of the Company is expected to take place on February 2, 2018, subject to the satisfaction of customary closing conditions.

The description of the Asset Purchase Agreement is qualified in its entirety by reference to a copy of the Asset Purchase Agreement attached hereto as Exhibit 2.1 and incorporated herein by reference.

Item 1.01 Completion of Acquisition or Disposition of Assets.

The information set forth in Item 1.01isincorporatedherein by reference.

Item 1.01 Financial Statements and Exhibits.


PHASERX, INC. Exhibit
EX-2.1 2 tv484607_ex2-1.htm EXHIBIT 2.1   Exhibit 2.1   ASSET PURCHASE AGREEMENT   This Asset Purchase Agreement (the “Agreement”) is made and entered into as of January 31,…
To view the full exhibit click here

About PhaseRx, Inc. (NASDAQ:PZRX)

PhaseRx, Inc is a biopharmaceutical company developing a portfolio of mRNA products to correct life-threatening inherited liver diseases in children. The Company’s initial product development focus is on urea cycle disorders, a group of rare genetic diseases that generally present before the age of 12 and are characterized by the body’s inability to remove ammonia from the blood. The Company’s i-ERT approach is enabled by its Hybrid mRNA Technology platform and is applicable to a number of inherited liver diseases. The Company is headquartered in Seattle.

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