TetraLogic Pharmaceuticals Corporation (TLOG) Files An 8-K Entry into a Material Definitive Agreement

Item1.01. Entry into a Material Definitive Agreement.

On November14, 2016, in connection with the binding agreement
previously disclosed by TetraLogic Pharmaceuticals Corporation
(TetraLogic or the Company) in its Form8-K filed on November3,
2016, the Company entered into an Exchange and Consent Agreement
(the Note Exchange Agreement) with 50% of the holders of the
Companys 8% Convertible Senior Notes due 2019 (the Senior Notes),
to which the holders of Senior Notes have agreed to exchange $2.2
million in aggregate principal amount of the Senior Notes for
12,222,225 newly-issued shares of TetraLogics convertible
preferred stock series A, $0.0001 par value per share (Preferred
Stock). The exchange is expected to be consummated on or about
November18, 2016. Following the exchange, $41,550,000 in
aggregate principal amount of the Senior Notes plus $1,322,222.49
in accrued but unpaid interest as of October31, 2016 on all
Senior Notes will remain outstanding. The Company has agreed to
the Note Exchange Agreement that upon consummation of the sale by
the Company and its wholly owned subsidiary, TetraLogic Research
and Development Corporation, of substantially all of their assets
relating to the research, development, manufacture and
commercialization of SMAC mimetics and HDAC inhibitors, including
birinapant and SHP-141 to Medivir AB to the Asset Purchase
Agreement dated November2, 2016 (Asset Sale), $12 million of the
cash proceeds from the Asset Sale will be promptly distributed in
cash to the holders of the Senior Notes remaining outstanding in
redemption of $12 million in aggregate principal amount of such
remaining Senior Notes and in priority to any payments to holders
of capital stock, including the Preferred Stock.

In the Note Exchange Agreement, the holders of the Senior Notes
have waived any put right in connection with the suspension of
trading and delisting of the Companys common stock, $0.0001 par
value per share (Common Stock) from The Nasdaq Global Market as
well as any right to receive current cash payment of the interest
on the Senior Notes, and agreed instead that such interest will
instead be paid through the issuance of additional Senior Notes
until paid. The holders of Senior Notes have also agreed to waive
the conversion rights of the Senior Notes and extend the maturity
date of the remaining Senior Notes to June15, 2024. These waivers
and extension will automatically terminate and be of no further
force and effect as if they had never been provided if the Asset
Sale is terminated or not completed for any reason by January31,
2017. Upon the closing of the Asset Sale, the holders of Senior
Notes and the Company will enter into a supplemental indenture to
permanently waive or otherwise amend the indenture for the Senior
Notes to reflect these waivers and extension.

The foregoing does not purport to be a complete description of
the Note Exchange Agreement and is qualified in its entirety by
reference to the full text of such agreement, the form of which
is attached hereto as Exhibit10.1 and is incorporated herein by
reference.

Item9.01.Financial Statements and Exhibits.

About TetraLogic Pharmaceuticals Corporation (TLOG)