d*6
发帖数: 39 | 1 这是什么意思啊，4.9进的，这几天跌的厉害，是不是要割肉啊
Form 8-K for TETRALOGIC PHARMACEUTICALS CORP
3-Mar-2015
Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On March 3, 2015, TetraLogic Pharmaceuticals Corporation (the "Company")
entered into exchange agreements with Geode Capital Master Fund Ltd. ("Geode
") (the "Geode Exchange Agreement") and Whitebox Advisors, LLC ("Whitebox")
(the "Whitebox Exchange Agreement" and collectively with the Geode Exchange
Agreement, the "Exchange Agreements"), relating to the exchange of an
aggregate principal amount of notes in the amount of $3,250,000 for an
aggregate 524,304 shares of the Company's unregistered common stock and $825
,000.08 in cash payable by the Company. The notes exchanged by Geode are
referred to herein as the "Geode Notes," the notes exchanged by Whitebox are
referred to herein as the "Whitebox Notes" and the exchanges of notes for
shares of the Company's common stock by Geode and Whitebox are referred to
herein as the "Exchanges." The Exchanges are being made in reliance upon the
exemption from registration provided by Section 3(a)(9) of the Securities
Act of 1933, as amended (the "Securities Act"). The Exchange Agreements
contain customary representations, warranties and covenants of the Company
and Geode and Whitebox, respectively. The closing of the Exchanges is
expected to occur upon satisfaction of customary closing conditions.
Promptly following their receipt, the Company will surrender the Geode Notes
and Whitebox Notes for cancellation under the indenture for the notes. From
and after consummation of the Exchanges, the holders of the Geode Notes and
Whitebox Notes have agreed to waive any further rights to payment of
principal or interest under the notes and any and all rights, title and
interest under the notes and the indenture for the notes.
The above summaries of the material terms of the Exchange Agreements are
qualified in their entirety by reference to the full text of the Exchange
Agreements, each of which shall be included as exhibits to the Company's
Quarterly Report on Form 10-Q for the first quarter ending on March 31, 2015
. The Geode Notes and the Whitebox Notes were originally acquired in
connection with the Company's sale on June 23, 2014 of $47,000,000 in
aggregate principal amount of its 8% convertible senior notes due 2019 in a
private placement to "qualified institutional buyers" in the United States
as defined in Rule 144A under the Securities Act (the "Private Placement").
For more detail on the terms of the Private Placement see the Company's
Current Report on Form 8-K filed on June 23, 2014. |
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