TetraLogic Pharmaceuticals Corp. and its unit TetraLogic Research and Development Corp. sold two clinical-stage oncology programs to Medivir AB.
The deal includes the bivalent second mitochondrial activator of caspases mimetic program, including clinical-stage cancer drug birinapant and the topical histone deacetylase inhibitor remetinostat, which is currently in a late phase 2 program aimed to treat early stage cutaneous T-cell lymphoma.
Medivir made a $12 million cash payment at closing. It will make milestone payments of up to $153 million based on the development and commercialization of TetraLogic's product candidates by Medivir and additional earn-out payments based on annual net sales of birinapant.
TetraLogic is entitled to 5% of annual net sales up to $500 million, 7.5% of annual net sales from $500 million to $1 billion and 10% of annual net sales more than $1 billion.
Medivir also assumed certain assumed liabilities.
The deal was approved by the holders of TetraLogic's outstanding convertible senior notes and by a vote of its stockholders holding a majority of the shares eligible to vote at a Dec. 29 meeting.
TetraLogic will use the $12 million cash proceeds to redeem $12 million of its outstanding convertible senior notes then outstanding. The note holders also agreed to extend the maturity date of the notes to June 15, 2024, and to receive interest payments in additional senior notes instead of cash.
TetraLogic also voluntarily delisted its common stock from the Nasdaq Global Market and deregistered its common stock.
In connection with the closing of the sale, J. Kevin Buchi, Mary Gray, Michael Kishbauch, Paul Schmitt and Andrew Pecora resigned as board members of TetraLogic, effective Dec. 30. The resignations were not due to any disagreement with the company on any matter relating to its operations, policies or practices.
Additionally, Buchi resigned as TetraLogic's CEO; Richard Sherman resigned as senior vice president, secretary and general counsel; Patrick Hutchison resigned as CFO and treasurer; and Tony Meehan resigned as COO. These resignations are effective Dec. 30.