Attached files
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EX-5.1 - EX-5.1 - TETRALOGIC PHARMACEUTICALS Corp | a15-6748_1ex5d1.htm |
EX-10.1 - EX-10.1 - TETRALOGIC PHARMACEUTICALS Corp | a15-6748_1ex10d1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): March 13, 2015
TetraLogic Pharmaceuticals Corporation
(Exact Name of Issuer as Specified in Charter)
Delaware (State or Other Jurisdiction of |
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001-36208 (Commission File Number) |
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42-1604756 (I.R.S. Employer Identification |
343 Phoenixville Pike
Malvern, PA 19355
(610) 889-9900
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive
Offices)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Item 1.01. Entry Into a Material Definitive Agreement.
On March 13, 2015, TetraLogic Pharmaceuticals Corporation (the Company) entered into a Sales Agreement (the Agreement) with Guggenheim Securities, LLC (Guggenheim or the Agent) to create an at-the-market equity program under which the Company from time to time may offer and sell shares of its common stock, par value $0.0001 per share, having an aggregate offering price of up to $25,000,000 (the Shares) through Guggenheim.
Subject to the terms and conditions of the Agreement, Guggenheim will use its commercially reasonable efforts to sell the Shares from time to time, based upon the Companys instructions. The Company has provided the Agent with customary indemnification rights, and the Agent will be entitled to a commission at a fixed commission rate of up to 2.5% of the gross proceeds per Share sold.
Sales of the Shares, if any, under the Agreement may be made in transactions that are deemed to be at the market offerings as defined in Rule 415 under the Securities Act of 1933, as amended (the Securities Act), including sales made by means of ordinary brokers transactions, including on The NASDAQ Global Market, at market prices or as otherwise agreed with the Agent. The Company has no obligation to sell any of the Shares, and may at any time suspend offers under the Agreement or terminate the Agreement.
This report also incorporates by reference the Agreement into the shelf registration statement on Form S-3 (File No. 333-201346) previously filed with the Securities and Exchange Commission (the SEC) on January 2, 2015, and that was declared effective by the SEC on January 15, 2015 (the Registration Statement). This report shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
The Agreement is filed as Exhibit 10.1 to this report. The description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement filed herewith as an exhibit to this report.
The opinion of the Companys counsel regarding the validity of the Shares that will be issued pursuant to the Agreement is also filed herewith as Exhibit 5.1. This opinion is also filed with reference to, and is hereby incorporated by reference into, the Registration Statement.
Item 7.01. Regulation FD Disclosure.
The information set forth in Item 1.01 is incorporated in this Item 7.01 by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
5.1 Opinion of Pepper Hamilton LLP
10.1 Sales Agreement dated March 13, 2015 by and between TetraLogic Pharmaceuticals Corporation and Guggenheim Securities, LLC
23.1 Consent of Pepper Hamilton LLP (reference is made to Exhibit 5.1 hereto)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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TetraLogic Pharmaceuticals Corporation | ||
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Date: March 13, 2015 |
By: |
/s/ Richard L. Sherman | |
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Name: |
Richard L. Sherman |
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Title: |
Senior Vice President, Strategic Transactions, General Counsel and Secretary |