TetraLogic Pharmaceuticals Corporation (OTCMKTS:TLOG) Files An 8-K Unregistered Sales of Equity Securities

TetraLogic Pharmaceuticals Corporation (OTCMKTS:TLOG) Files An 8-K Unregistered Sales of Equity Securities

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Item 3.02 Unregistered Sales of Equity Securities.

On November21, 2016, TetraLogic Pharmaceuticals Corporation (the
Company) issued 12,222,220 shares of its convertible preferred
stock series A, $0.0001 par value per share (the SeriesA
Preferred Stock) to the holders of the Companys 8% Convertible
Senior Notes due 2019 (Senior Notes) at a conversion price of
$0.18 per share in exchange for the cancellation of $2.2 million
in aggregate principal amount of Senior Notes.The issuance of the
SeriesA Preferred Stock has been determined to be exempt from
registration under the Securities Act of 1933, as amended (the
Securities Act), in reliance on Section4(a)(2)and Regulation D of
the Securities Act as transactions by an issuer not involving a
public offering. The holders of the Senior Notes have represented
that they are either an institutional buyer as defined in
Rule144A under the Securities Act, or an accredited investor as
defined in Rule501(a)of the Securities Act, that will acquire the
securities for investment purposes only and not with a view to or
for sale in connection with any distribution thereof.

Item 3.03 Material Modifications of Rights of Security
Holders.

On November18, 2016, the Company filed a Certificate of
Designation of SeriesA Convertible Participating Preferred Stock
(the Certificate of Designation) with the Secretary of State of
the State of Delaware. to the Certificate of Designation, the
Companys Board of Directors (the Board) designated a new series
of the Companys preferred stock, the SeriesA Convertible
Participating Preferred Stock, par value $0.0001 per share. The
Certificate of Designation authorized the Company to issue up to
12,222,225 shares of SeriesA Preferred Stock. The following
description of the Certificate of Designation is a summary only,
is not complete and is qualified in its entirety by reference to
the full text of the Certificate of Designation filed as
Exhibit3.1 to this Current Report on Form8-K, which is
incorporated herein by reference.

Dividends. Dividends on SeriesA Preferred Stock are
cumulative and shall accrue, whether or not declared by the Board
and whether or not there are funds legally available for the
payment of dividends, semi-annually in arrears at the rate of 8%
per annum on the sum of $0.18 as adjusted for any stock splits,
stock dividends, or recapitalizations plus all unpaid accrued and
accumulated dividends thereon. In addition, if the Company
declares or pays a dividend or distribution on its common stock,
the Company shall simultaneously declare and pay a dividend on
the SeriesA Preferred Stock on a pro rata basis with the common
stock, determined on an as-converted basis.

Liquidation. Upon (i)liquidation, dissolution or
winding-up, whether voluntary or involuntary, (ii)a merger,
consolidation, recapitalization or reorganization of the Company
with or into another person (whether or not the Company is the
surviving corporation), (iii)a sale, lease or transfer or series
of sales, leases or transfers of all or substantially all of the
Companys assets or (iv)a change of control or other direct or
indirect transfer of the Companys securities such that after such
transfer a person or group of related persons (other than holders
of Senior Notes and their respective affiliates) would own
directly or indirectly 50% or more of the Companys outstanding
voting stock (collectively, a Liquidation), after taking into
account the costs of Liquidation and after all payments on any
remaining outstanding Senior Notes have been made in full but
before any payment is made to the holders of capital stock which
ranks junior to the SeriesA Preferred Stock (the Junior Stock) by
reason of their ownership of such Junior Stock, the holders of
SeriesA Preferred Stock will be entitled to receive out of the
Companys assets legally available for distribution an amount per
share of SeriesA Preferred Stock equal to the sum of $0.18 per
share (as adjusted for any stock splits, stock dividends,
recapitalizations or similar transactions) plus any accrued and
accumulated but unpaid dividends thereon.

Voting. Each holder of outstanding shares of SeriesA
Preferred Stock will be entitled to vote with holders of
outstanding shares of common stock, voting together as a single
class, with respect to any and all matters presented to the
stockholders of the Company for their action or consideration
(whether at a meeting of stockholders of the Company, by written
consent of stockholders in lieu of a meeting to the extent
permitted by the Companys bylaws, as may be amended and restated
from time to time, or otherwise), except as provided by law or by
the provisions in the Certificate of Designation.

Other Special Voting Rights. In addition, the Company
will not be able to take any of the following actions without the
consents of the holders of SeriesA Preferred Stock voting as a
single class with one vote per share of SeriesA Preferred Stock:


(a) create or authorize any additional classes or series of
capital stock of the Company (or any security convertible into
or exercisable for any class or series of capital stock of the
Company or any option or other derivative exercisable for such
security),

(b) (i)reclassify, alter or amend any existing security of the
Company that is pari passu with the SeriesA Preferred
Stock in respect of the distribution of assets on the
Liquidation of the Company, the payment of dividends,
anti-dilution protections, or rights of redemption, if such
reclassification, alteration or amendment would render such
other security senior to the SeriesA Preferred Stock in respect
of any such right, preference or privilege, or (ii)reclassify,
alter or amend any existing security of the Company that is
junior to the SeriesA Preferred Stock in respect of the
distribution of assets on the Liquidation of the Company, the
payment of dividends, anti-dilution protections, or rights of
redemption, if such reclassification, alteration or amendment
would render such other security senior to or pari
passu
with the SeriesA Preferred Stock in respect of any
such right, preference or privilege;

(c) increase or decrease the number of authorized shares of any
series of preferred stock;

(d) amend, alter, modify or repeal the Companys organizational
documents;

(e) incur or issue any indebtedness or debt security other than
trade account payables or other similar credit support incurred
in the ordinary course of business in an amount less than
$10,000 in a single transaction or series of related
transactions;

(f) redeem, purchase or otherwise acquire or pay or declare any
dividend or other distribution on (or pay into or set aside for
a sinking fund for any such purpose) any capital stock of the
Company other than (i)with respect to the SeriesA Preferred
Stock in accordance with the Certificate of Designation and
(ii)as provided in section 5 of Certificate of Designation;

(g) conduct any business other than (i)taking such specific
actions necessary and appropriate or otherwise reasonably
related to the exercise and enforcement of the Companys or its
subsidiaries rights arising under the Asset Purchase Agreement,
dated as of November2, 2016, by and among the Company,
TetraLogic Research and Development Corporation (TetraLogic
RD), and Medivir AB (the APA) and other contractual agreements
and arrangements to which the Company or any of its
subsidiaries is a party or is bound or any of their respective
assets is subjected; or (ii)actions reasonably related to the
furtherance and or implementation of the transactions
contemplated by the APA;

(h) increase or decrease the size of the Board;

(i) declare bankruptcy, dissolve, liquidate or wind up the
affairs of the Company or any subsidiary of the Company;

(j) effect, or enter into any agreement to effect, a change of
control except for the sale of certain assets of the Company
and TetraLogic RD to Medivir to APA;

(k) acquire, or cause a subsidiary of the Company to acquire,
in any transaction or series of related transactions, the stock
or any material assets of another entity, or enter into any
joint venture with any other entity;

(l) sell, transfer, license, lease or otherwise dispose of, in
any transaction or series of related transactions, any assets
of the Company or any subsidiary of the Company, including the
sale, transfer, license, lease, assignment or other disposition
of the APA or any of the Companys rights arising thereunder,
but excluding the payment of trade payables in the ordinary
course and other payments or dispositions under contractual
agreements and arrangements to which the Company or any
subsidiary of the Company is a party or is bound or any of
their respective assets is subjected, including under the APA;


(m) enter into, or become subject to, any agreement or
instrument or other obligation which by its terms restricts the
Companys ability to perform its obligations under the
Certificate of Designation, including the ability of the
Company to pay dividends or make any redemption or other
liquidation payment;

(n) (i)list any of the Companys securities on any exchange, or
(ii)register any such securities under the Securities Exchange
Act of 1934, as amended (including the rulesand regulations
promulgated thereunder) (the Exchange Act).

Conversion. Each outstanding share of SeriesA
Preferred Stock is convertible at the option of the holder
thereof and without payment of additional consideration into
fully paid and non-assessable shares of the common stock during
the period commencing on the business day immediately following
the later of the date upon which (i)the shares of common stock
have been deregistered under the Exchange Act, and (ii)the
Company receives a milestone or earn-out payment in accordance
with the terms of the APA (or other payment in lieu thereof).
Each share of SeriesA Preferred Stock is convertible in the
number of shares determined by the conversion ratio provided in
the Certificate of Designation. Currently, each share of
SeriesA Preferred Stock is convertible into one share of common
stock, subject to customary adjustments for stock splits,
dividends and equity issuances.

Item 5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.

Effective November18, 2016, the Company amended its Sixth
Amended and Restated Certificate of Incorporation with the
filing of a Certificate of Designation with the Secretary of
State of the State of Delaware, establishing the terms of the
Companys SeriesA Preferred Stock. A copy of the Certificate of
Designation relating to the SeriesA Preferred Stock is filed as
Exhibit3.1 to this Current Report on Form8-K and is
incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

ExhibitNo.

Description

3.1

Certificate of Designation of SeriesA Convertible
Participating Preferred Stock, as filed with the Delaware
Secretary of State on November18, 2016.


About TetraLogic Pharmaceuticals Corporation (OTCMKTS:TLOG)

TetraLogic Pharmaceuticals Corporation is a clinical-stage biopharmaceutical company. The Company is focused on discovering and developing small molecule therapeutics in oncology, infectious diseases and autoimmune diseases. The Company’s segment is the identification and development of novel small molecule therapies in oncology and infectious diseases. The Company has approximately two clinical-stage product candidates in development, such as birinapant and SHAPE. SHAPE is the Company’s histone deacetylase (HDAC) inhibitor that it is developing for topical use for the treatment of early-stage cutaneous T-cell lymphoma (CTCL). The Company is also exploring studying SHAPE in alopecia areata, an autoimmune skin disease. SHAPE has been granted the United States orphan drug designation for CTCL. Birinapant is a small molecule therapeutic that mimics Second Mitochondrial Activator of Caspases (SMAC)-mimetic, which leads to apoptosis or cell-death in damaged cells.

TetraLogic Pharmaceuticals Corporation (OTCMKTS:TLOG) Recent Trading Information

TetraLogic Pharmaceuticals Corporation (OTCMKTS:TLOG) closed its last trading session 00.0000 at 0.0812 with 5,934,898 shares trading hands.

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