ALEXZA PHARMACEUTICALS, INC.
|
(Name of Issuer)
|
Common Stock, $0.0001 par value
|
(Title of Class of Securities)
|
015384209
|
(CUSIP Number)
|
Jorge Ramentol Massana
|
Grupo Ferrer Internacional, S.A.
|
Avenida Diagonal 549, 5th Floor
|
E-08029 Barcelona, Spain
|
(34) 936003-700
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
|
Copy to:
|
Paul T. Schnell, Esq.
|
Skadden, Arps, Slate, Meagher & Flom LLP
|
Four Times Square
|
New York, New York 10036
|
(212) 735-3000
|
April 29, 2016
|
(Date of Event which Requires Filing of this Statement)
|
CUSIP No. 015384209
|
13D
|
Page 2 of 6 Pages
|
||
1.
|
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Grupo Ferrer Internacional, S.A.
|
|||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) ¨
|
|||
3.
|
SEC USE ONLY
|
|||
4.
|
SOURCE OF FUNDS (see instructions)
N/A
|
|||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
|
|||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Spain
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
0
|
||
8.
|
SHARED VOTING POWER
2,366,935
|
|||
9.
|
SOLE DISPOSITIVE POWER
0
|
|||
10.
|
SHARED DISPOSITIVE POWER
2,366,935
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,366,935
|
|||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ¨
|
|||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.9%
|
|||
14.
|
TYPE OF REPORTING PERSON (see instructions)
CO
|
CUSIP No. 015384209
|
13D
|
Page 3 of 6 Pages
|
||
1.
|
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sergio Ferrer-Salat
|
|||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) ¨
|
|||
3.
|
SEC USE ONLY
|
|||
4.
|
SOURCE OF FUNDS (see instructions)
N/A
|
|||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
|
|||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Spain
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
0
|
||
8.
|
SHARED VOTING POWER
2,366,935
|
|||
9.
|
SOLE DISPOSITIVE POWER
0
|
|||
10.
|
SHARED DISPOSITIVE POWER
2,366,935
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,366,935
|
|||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ¨
|
|||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.9%
|
|||
14.
|
TYPE OF REPORTING PERSON (see instructions)
IN/HC
|
CUSIP No. 015384209
|
13D
|
Page 4 of 6 Pages
|
||
CUSIP No. 015384209
|
13D
|
Page 5 of 6 Pages
|
Exhibit No.
|
Title
|
|
99.1
|
Non-Binding Letter of Intent, dated as of February 15, 2016, by and between Grupo Ferrer Internacional, S.A. and Alexza Pharmaceuticals, Inc.
|
|
CUSIP No. 015384209
|
13D
|
Page 6 of 6 Pages
|
||
GRUPO FERRER INTERNACIONAL, S.A.
|
|
/s/ Jorge Ramentol Massana
|
|
JORGE RAMENTOL MASSANA / Chief Executive Officer
|
SERGIO FERRER-SALAT
|
|
/s/ Sergio Ferrer-Salat
|
Grupo Ferrer Internacional, S.A.
Diagonal 549, 5a planta E-08029 Barcelona
Tel. +34 936003700 - Fax +34 933308057
www.ferrer.com
|
Attention:
|
Ms. Tatjana Naranda
|
|
Director Business Development & Global Alliance Management
|
|
1.
|
Upfront payment
|
|
2.
|
Contingent value rights (“CVRs”)
|
Grupo Ferrer Internacional, S.A.
Diagonal 549, 5a planta E-08029 Barcelona
Tel. +34 936003700 - Fax +34 933308057
www.ferrer.com
|
#
|
Underlying
Asset
|
Triggering event
|
Tradeable
(Yes/No)
|
Expiration
date
|
Amount
|
1
|
Staccato-based products in development (excluding ADASUVE)
|
When Ferrer has received a total of 10 million usd in net payments (upfronts, milestones, royalties)
|
No
|
5 years
|
3 million usd (~0.14 usd per share)
|
2
|
Staccato-based products in development (excluding ADASUVE)
|
When Ferrer has received a total of 30 million usd in net payments (upfronts, milestones, royalties)
|
No
|
10 years
|
6 million usd (~0.28 usd per share)
|
3
|
Staccato-based products global revenue (including ADASUVE)
|
When the sum of Alexza’s income all Staccato-based products achieve 100 million usd
|
No
|
None
|
0.4usd
per share (~9 million)
|
4
|
Staccato-based products global revenue (including ADASUVE)
|
When the sum of Alexza’s income all Staccato-based products achieve 300 million usd
|
No
|
None
|
0.8 usd per share (~17 million)
|
|
3.
|
Structure
|
|
4.
|
Sources of funds
|
|
5.
|
Due diligence requirements
|
|
·
|
Complete financial due diligence,
|
|
·
|
Further commercial due diligence,
|
|
·
|
Environmental and operational review,
|
Grupo Ferrer Internacional, S.A.
Diagonal 549, 5a planta E-08029 Barcelona
Tel. +34 936003700 - Fax +34 933308057
www.ferrer.com
|
|
·
|
Assurance that there is proper title to assets and there are no outstanding liens, tax liabilities, operating encumbrances or other items that would impact ongoing operations,
|
|
·
|
Relevant diligence around customer base, and intellectual property,
|
|
·
|
An understanding of legal and transfer issues required for the transaction, and
|
|
·
|
Complete legal & tax due diligence.
|
|
6.
|
Approvals and conditions
|
|
·
|
The shares will be transferred free of any lien, encumbrance, security or any other third party right or claim,
|
|
·
|
The information provided shows a faithful view of the business, activity, organization, structure and financial position of the Company and its subsidiaries,
|
|
·
|
The Transaction will be made assuming a normalized working capital,
|
|
·
|
The existing operating facilities (including the laboratories and offices) are in good condition and do not require a material injection of capital or investment in order to maintain current condition.
|
|
·
|
Comprehensive knowledge and understanding of any commitments assumed by Alexza in regards of royalties and loan notes.
|
|
7.
|
Timing
|
|
8.
|
Additional Information
|
|
9.
|
Contact Information
|
Grupo Ferrer Internacional, S.A.
Diagonal 549, 5a planta E-08029 Barcelona
Tel. +34 936003700 - Fax +34 933308057
www.ferrer.com
|