Item 8.01. Other Events
On June 17, 2014, TetraLogic Pharmaceuticals Corporation (the "Company")
announced the launch and pricing of the offer and sale of its 8% convertible
senior notes due 2019 in an aggregate principal amount of $47,000,000 (the
"Notes") in a private placement to Nomura Securities International, Inc. and
other initial purchasers (the "Initial Purchasers") in reliance on the exemption
from registration provided by Section 4(a)(2) of the Securities Act of 1933, as
amended (the "Securities Act"), for resale by the Initial Purchasers to
qualified institutional buyers (as defined in the Securities Act) pursuant to
Rule 144A under the Securities Act. The closing of the offer and sale of the
Notes is expected to take place on June 23, 2014, subject to customary closing
conditions. The Company intends to use the net proceeds from this offering to
finance clinical and pre-clinical development activities for birinapant and
SHAPE, for potential future in-licensing and for working capital and general
corporate purposes, which may include payment of interest and acquisitions.
In connection with this private offering of the Notes, the Company is disclosing
certain information regarding the offering to prospective investors in a
confidential preliminary offering memorandum (the "Preliminary Offering
Memorandum"). In the Preliminary Offering Memorandum, the Company is also
updating the summary description of its business and its risk factors disclosure
from what was previously included in its Annual Report on Form 10-K for its
fiscal year ended December 31, 2013 and its Quarterly Report on Form 10-Q for
the three months ended March 31, 2014 and updating pro forma summary financial
data related to its acquisition of Shape Pharmaceuticals, Inc. to March 31, 2014
from what was previously disclosed in its Current Report on Form 8-K related to
the acquisition of Shape Pharmaceuticals, Inc. filed with the Securities and
Exchange Commission (the "SEC") on April 14, 2014. The updated summary
description of the business, updated risk factors disclosure and updated pro
forma summary financial data are included herewith as Exhibit 99.1 and
incorporated herein by reference.
The Company will separately file the purchase agreement for the offer and sale
of the Notes, the indenture for the Notes and the form of Notes in its future
reports with the SEC. The foregoing description of the Notes, Purchase
Agreement and indenture for the Notes does not purport to be complete and is
qualified in its entirety by reference to the more detailed description to be
included in such future reports.
Neither the Notes nor the common stock that may be issued upon conversion
thereof will be registered under the Securities Act. 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 Current Report on Form 8-K
does 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.
Item 9.01(d). Financial Statements and Exhibits.
99.1 Information excerpted from the Preliminary Offering Memorandum.