Sevion Therapeutics, Inc. (OTCMKTS:SVON) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
| Entry into a Material Definitive Agreement. |
On May 31, 2017, Sevion Therapeutics, Inc., a Delaware
corporation (the Company), Sevion Sub Ltd., an
Israeli company (Acquisition Sub), which is a
wholly-owned subsidiary of the Company, and Eloxx Pharmaceuticals
Ltd., an Israeli company ( Eloxx), entered into
an Agreement (the Agreement), to which, subject
to the satisfaction or waiver of the conditions set forth in the
Agreement, Acquisition Sub will merge with and into Eloxx, with
Eloxx becoming the surviving corporation and a wholly-owned
subsidiary of the Company (the Transaction).
Subject to the terms and conditions of the Agreement, at the
closing of the Transaction (the Effective Time),
all of the ordinary and preferred shares of Eloxxs stock issued
and outstanding as of the Effective Time will be converted, on a
pro rata basis, into the right to receive such number of shares
of Company common stock, which shall constitute, in the
aggregate, 71.60% of the issued and outstanding share capital of
the Company as of the Effective Time, calculated on a Fully
Diluted As Converted Basis (as defined in the Agreement), but
excluding any then outstanding warrants and options to acquire
shares of the Companys common stock and any of the warrants and
options to acquire ordinary shares of Eloxx that are assumed by
the Company in connection with the Transaction (as described
below), respectively, which amount is subject to adjustment prior
to the Effective Time upon the occurrence of specified events,
including to account for (i) any additional shares of the
Companys capital stock that may be issued prior to the Effective
Time and (ii) the payment of expenses by the Company above
certain thresholds (as described in the Agreement) as of the
Effective Time. In connection with the Transaction, the Company
will also, at the Effective Time, and subject to the terms of the
Agreement, assume each of the (i) outstanding stock options of
Eloxx and (ii) outstanding warrants of Eloxx, each of which will
be converted into a stock option or warrant, as applicable, to
acquire such number of shares of Company common stock equal to
the number of Eloxx ordinary shares issuable upon exercise of the
award multiplied by the Exchange Ratio (as defined in the
Agreement), and the Company will also assume Eloxxs 2013 Share
Ownership and Stock Option Plan to the extent it pertains to the
Eloxx stock options that are assumed.
Consummation of the Transaction is subject to certain closing
conditions, including, among other things: (i) approval of the
Transaction by the stockholders of Eloxx (simultaneously with the
execution of the Agreement, the Company received a Voting
Agreement executed by the holders of at least sixty percent (60%)
of Eloxxs capital stock agreeing to vote in favor of the
Transaction); (ii) the successful consummation of equity
financings resulting in cash investments in each of the Company
and Eloxx of no less than $12,000,000, each to the terms of
subscription agreements to be entered into in connection with the
Agreement; (iii) the entering into of a lockup agreement and
registration rights agreement by and among the Company, certain
shareholders of the Company and certain holders of Registrable
Securities (as defined in the Agreement); (iv) the use by the
Company of reasonable best efforts to up-list the Companys common
stock to the Nasdaq Capital Market; (v) delivery to Eloxx of
executed resignation letters by each of the directors and
officers of the Company, with an effective date to be as agreed
upon by the Company and Eloxx; (vi) the adoption by the Company
of an amendment to its certificate of incorporation to affect a
change in the name of the Company to Eloxx Pharmaceuticals Inc.;
and (vii) conversion of all shares of preferred stock of the
Company into shares of common stock of the Company. Additionally,
at the Effective Time, the Company will have an amount of
available cash of no less than $10,500,000.
The Agreement contains specified termination rights for both the
Company and Eloxx, and further provides for termination if the
Transaction is not consummated by December 31, 2017.
At the Effective Time, the board of directors of the Company is
expected to consist of eight members, seven of which will be
designated by certain shareholders of Eloxx and one of which will
be designated by Dr. Phillip Frost, one of the Companys current
board members.
| Item 8.01. | Other Events. |
On June 2, 2017, the Company issued a joint press release with
Eloxx relating to the Agreement. A copy of the joint press
release is attached hereto as Exhibit 99.1 and is incorporated by
reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
Reference is made to the Exhibit Index included with this Current
Report on Form 8-K.
to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
| Sevion Therapeutics, Inc. | ||||||
| Dated: June 6, 2017 | ||||||
| By: |
/s/ David Rector |
|||||
| David Rector | ||||||
| Chief Executive Officer | ||||||
EXHIBIT INDEX
|
Exhibit No. |
Description |
|
| 2.1* |
Agreement, dated as of May 31, 2017, by and among Sevion Therapeutics, Inc., Sevion Sub, Ltd. and Eloxx Pharmaceuticals Ltd. |
|
| 99.1 | Press release, dated June 2, 2017. | |
| * |
The schedules and exhibits to the Agreement have been omitted |
About Sevion Therapeutics, Inc. (OTCMKTS:SVON)
Sevion Therapeutics, Inc. is a development-stage biotech company. The Company is engaged in building and developing a portfolio of therapeutics, from both internal discovery and acquisition, for the treatment of cancer and immunological diseases. The Company is engaged in the development and licensing of technology to discover and engineer monoclonal antibodies. The Company’s product candidates are derived from multiple technology platforms, such as cell-based arrayed antibody discovery, ultralong antibody scaffolds and Chimerasome nanocages. The Company has various antibodies in its preclinical pipeline. The Company’s antibody therapeutic candidates target the potassium channel, voltage dependent (Kv1.3) ion channel, which is essential in the pathogenesis of several autoimmune and inflammatory disorders. Other antibodies in its pipeline target cell surface molecules involved in cancer progression.