Sevion Therapeutics, Inc. (OTCMKTS:SVON) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
On November 23, 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”, and together with the Company and Acquisition Sub, the “Parties”), entered into an amendment (the “Amendment”) to that certain previously disclosed Agreement, dated as of May 31, 2017, as amended on August 1, 2017 (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 as the surviving corporation and a wholly-owned subsidiary of the Company (the “Transaction”). Unless otherwise defined, all terms shall have the meanings specified in the Agreement.
to the Amendment, the Parties agreed to, among other things: (1) revise certain schedules included with the original Agreement to reflect updates to Eloxx’s and the Company’s pre-Transaction capitalization tables; (2) expand the definition of “Eloxx Excluded Securities” to include Eloxx’s unallocated Options; (3) clarify the treatment of Eloxx’s option plan post-Transaction; (4) provide that the Exchange Ratio shall not be reduced by (a) Parent Liabilities incurred between November 30, 2017 and the Merger Effective Time, (b) reasonable transaction expenses incurred between November 1, 2017 and the Merger Effective Time, and (c) patent related expenses incurred between November 1, 2017 and the Merger Effective Time, provided that all such Liabilities and patent related expenses are approximately $35,000; (5) provide that, following the closing of the Transaction, any resolution of the Company’s board of directors or a subgroup thereof, with respect to indemnification for any claims brought against the Company and/or its officers and directors that were in office prior to the Merger Effective Time, or existing prior to the Merger Effective Time or in connection with the Transaction, shall require the consent of the Surviving Company’s board of directors, including the affirmative vote of the member who served as a member of the Company’s board of directors prior to the Merger Effective Time; and (6) provide that the assets and equity interests underlying the Fabrus Transaction shall remain with the Company following the Merger Effective Time.
The foregoing description of the terms of the Amendment is qualified in its entirety by the provisions of the Amendment, which is filed as Exhibit 2.1 hereto and 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: November 29, 2017 | |
| By: |
/s/ David Rector |
| David Rector | |
| Chief Executive Officer |
EXHIBIT INDEX
| * | The schedules and exhibits to the Agreement have been omitted Sevion Therapeutics, Inc. ExhibitEX-2.1 2 tv480423_ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 Second AMENDMENT TO AGREEMENT THIS SECOND AMENDMENT TO AGREEMENT (this “Amendment”) is made and entered into on November 23,…To view the full exhibit click hereAbout 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. |
