MALVERN, Pa., June 17, 2014 (GLOBE NEWSWIRE) -- TetraLogic Pharmaceuticals Corporation (Nasdaq: TLOG ) (the "Company") announced the pricing of its offering of $47 million in aggregate principal amount of its 8% Convertible Senior Notes due 2019 (the "Notes") in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act").
When issued, the Notes will be the Company's unsecured and unsubordinated obligations and will rank senior in right of payment to all of the Company's indebtedness that is expressly subordinated in right of payment to the Notes; rank equal in right of payment to any of the Company's unsecured liabilities that are not so subordinated; be effectively subordinated to any of the Company's future secured indebtedness to the extent of the value of the assets securing such indebtedness; and rank structurally junior to all future indebtedness and liabilities of the Company's subsidiaries.
The Notes will bear interest at a rate of 8.00% per annum, payable in cash semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2014. The Notes will mature on June 15, 2019, unless earlier repurchased or converted. The Company will not have the right to redeem the Notes prior to maturity. Prior to February 15, 2019, the Notes will be convertible in whole or in part at the option of holders only upon satisfaction of certain conditions and during certain periods, and, thereafter, at any time until the close of business on the business day immediately preceding the maturity date. Upon conversion, the Company will deliver for each $1,000 principal amount of converted notes a number of shares of its common stock initially equal to 148.3019 shares of the Company's common stock (which is equivalent to an initial conversion price of approximately $6.74 per share of common stock). The conversion rate will be subject to adjustment upon the occurrence of certain specified events but will not be adjusted for accrued and unpaid interest. If the Company obtains stockholder approval in accordance with applicable NASDAQ rules, the Company will settle conversions of the Notes by paying or delivering, as the case may be, cash, shares of its common stock, or a combination of cash and shares of its common stock, at its election. Upon the occurrence of a "fundamental change", holders will have the right to require the Company to purchase all or a portion of their Notes for cash at a price equal to 100% of the principal amount of the Notes to be purchased plus any accrued and unpaid interest.
The Company estimates that the net proceeds from this offering will be approximately $44 million after deducting the initial purchasers' discounts and commissions and the estimated offering expenses. The Company intends to use the net proceeds from this offering to finance clinical and preclinical development activities for birinapant and suberohydroxamic acid phenyl ester (SHAPE), for potential future in-licensing and for working capital and general corporate purposes, which may include payment of interest and acquisitions. The offering is expected to close on June 23, 2014, subject to customary closing conditions.
Neither the Notes nor the common stock that may be issued upon conversion thereof will be registered under the Securities Act or any state securities laws. Neither the Notes nor the common stock that may be issued upon conversion thereof may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.
This press release shall not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About TetraLogic
TetraLogic is a clinical-stage biopharmaceutical company focused on discovering and developing novel small molecule therapeutics in oncology and infectious diseases. TetraLogic has two clinical-stage product candidates in development: birinapant and SHAPE. Birinapant is currently being tested in Phase 1 and Phase 2 clinical trials for hematological malignancies and solid tumors. SHAPE is entering Phase 2 trials for early-stage Cutaneous T-Cell Lymphoma.
Forward Looking Statements
Some of the statements in this release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. These statements relate to future events or TetraLogic's pre-clinical and clinical development of birinapant, SHAPE and other clinical programs, future expectations, plans and prospects. Although TetraLogic believes that the expectations reflected in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward-looking statements. TetraLogic has attempted to identify forward-looking statements by terminology including ''believes,'' ''estimates,'' ''anticipates,'' ''expects,'' ''plans,'' ''projects,'' ''intends,'' ''potential,'' ''may,'' ''could,'' ''might,'' ''will,'' ''should,'' ''approximately'' or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors, including those discussed under the heading "Risk Factors" in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 19, 2014 and in our Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2014. Any forward-looking statements contained in this release speak only as of its date. We undertake no obligation to update any forward-looking statements contained in this release to reflect events or circumstances occurring after its date or to reflect the occurrence of unanticipated events.
Company Contact: Pete A. Meyers Chief Financial Officer and Treasurer TetraLogic Pharmaceuticals Corporation (610) 889-9900, x103 Investor Relations Contact: Ami Bavishi Burns McClellan, Inc. (212) 213-0006
