0001104659-16-157088.txt : 20161114 0001104659-16-157088.hdr.sgml : 20161111 20161114214444 ACCESSION NUMBER: 0001104659-16-157088 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161114 FILED AS OF DATE: 20161114 DATE AS OF CHANGE: 20161114 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TETRALOGIC PHARMACEUTICALS CORP CENTRAL INDEX KEY: 0001361248 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 343 PHOENIXVILLE PIKE CITY: MALVERN STATE: PA ZIP: 19355 BUSINESS PHONE: 610-889-9900 MAIL ADDRESS: STREET 1: 343 PHOENIXVILLE PIKE CITY: MALVERN STATE: PA ZIP: 19355 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Whitebox GT Fund, LP CENTRAL INDEX KEY: 0001669846 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36208 FILM NUMBER: 161997652 BUSINESS ADDRESS: STREET 1: WHITEBOX ADVISORS LLC STREET 2: 3033 EXCELSIOR BLVD, SUITE 300 CITY: MINNEAPOLIS STATE: MN ZIP: 55416 BUSINESS PHONE: 612-253-6001 MAIL ADDRESS: STREET 1: WHITEBOX ADVISORS LLC STREET 2: 3033 EXCELSIOR BLVD, SUITE 300 CITY: MINNEAPOLIS STATE: MN ZIP: 55416 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pandora Select Partners, L.P. CENTRAL INDEX KEY: 0001311923 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36208 FILM NUMBER: 161997653 BUSINESS ADDRESS: STREET 1: 3033 EXCELSIOR BOULEVARD STREET 2: SUITE 300 CITY: MINNEAPOLIS STATE: MN ZIP: 55416 BUSINESS PHONE: 612-253-6001 MAIL ADDRESS: STREET 1: 3033 EXCELSIOR BOULEVARD STREET 2: SUITE 300 CITY: MINNEAPOLIS STATE: MN ZIP: 55416 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Whitebox Multi-Strategy Partners LP CENTRAL INDEX KEY: 0001452149 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36208 FILM NUMBER: 161997654 BUSINESS ADDRESS: STREET 1: WATERFRONT DRIVE STREET 2: WICKHAM'S CAY 1 CITY: ROAD TOWN, TORTOLA STATE: D8 ZIP: 00000 BUSINESS PHONE: 612-253-6001 MAIL ADDRESS: STREET 1: 3033 EXCELSIOR BOULEVARD STREET 2: SUITE 300 CITY: MINNEAPOLIS STATE: MN ZIP: 55416 FORMER NAME: FORMER CONFORMED NAME: Whitebox Combined Partners LP DATE OF NAME CHANGE: 20081215 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Whitebox Relative Value Partners, L.P. CENTRAL INDEX KEY: 0001311162 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36208 FILM NUMBER: 161997655 BUSINESS ADDRESS: STREET 1: 3033 EXCELSIOR BOULEVARD STREET 2: SUITE 300 CITY: MINNEAPOLIS STATE: MN ZIP: 55416 BUSINESS PHONE: 612-253-6001 MAIL ADDRESS: STREET 1: 3033 EXCELSIOR BOULEVARD STREET 2: SUITE 300 CITY: MINNEAPOLIS STATE: MN ZIP: 55416 FORMER NAME: FORMER CONFORMED NAME: Whitebox Concentrated Convertible Arbitrage Partners, L.P. DATE OF NAME CHANGE: 20100928 FORMER NAME: FORMER CONFORMED NAME: Whitebox Convertible Arbitrage Partners, L.P. DATE OF NAME CHANGE: 20041210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WHITEBOX ADVISORS LLC CENTRAL INDEX KEY: 0001257391 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36208 FILM NUMBER: 161997657 BUSINESS ADDRESS: STREET 1: 3033 EXCELSIOR BLVD. STREET 2: SUITE 300 CITY: MINNEAPOLIS STATE: MN ZIP: 55416 BUSINESS PHONE: 612-253-6001 MAIL ADDRESS: STREET 1: 3033 EXCELSIOR BLVD. STREET 2: SUITE 300 CITY: MINNEAPOLIS STATE: MN ZIP: 55416 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WHITEBOX GENERAL PARTNER LLC CENTRAL INDEX KEY: 0001650272 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36208 FILM NUMBER: 161997656 BUSINESS ADDRESS: STREET 1: 3033 EXCELSIOR BLVD. STREET 2: SUITE 300 CITY: MINNEAPOLIS STATE: MN ZIP: 55416 BUSINESS PHONE: 612-253-6001 MAIL ADDRESS: STREET 1: 3033 EXCELSIOR BLVD. STREET 2: SUITE 300 CITY: MINNEAPOLIS STATE: MN ZIP: 55416 4 1 a4.xml 4 X0306 4 2016-11-14 1 0001361248 TETRALOGIC PHARMACEUTICALS CORP TLOG 0001257391 WHITEBOX ADVISORS LLC 3033 EXCELSIOR BOULEVARD, SUITE 300 MINNEAPOLIS MN 55416 0 0 0 1 See Remarks 0001650272 WHITEBOX GENERAL PARTNER LLC 3033 EXCELSIOR BOULEVARD, SUITE 300 MINNEAPOLIS MN 55416 0 0 0 1 See Remarks 0001311162 Whitebox Relative Value Partners, L.P. 3033 EXCELSIOR BOULEVARD, SUITE 300 MINNEAPOLIS MN 55416 0 0 0 1 See Remarks 0001452149 Whitebox Multi-Strategy Partners LP 3033 EXCELSIOR BOULEVARD, SUITE 300 MINNEAPOLIS MN 55416 0 0 0 1 See Remarks 0001311923 Pandora Select Partners, L.P. 3033 EXCELSIOR BOULEVARD, SUITE 300 MINNEAPOLIS MN 55416 0 0 0 1 See Remarks 0001669846 Whitebox GT Fund, LP 3033 EXCELSIOR BOULEVARD, SUITE 300 MINNEAPOLIS MN 55416 0 0 0 1 See Remarks 8% Senior Convertible Notes due 2019 2016-11-14 4 J 0 10804000 D See Footnote 0 I See Footnotes Preferred Stock 2016-11-14 4 J 0 3018260 A Common Stock 3018260 3018260 I See Footnotes 8% Senior Convertible Notes due 2024 2016-11-14 4 J 0 10260716 A 2024-06-15 Common Stock 1521683 10260716 I See Footnotes On November 14, 2016, pursuant to the Exchange Agreement, the Reporting Persons agreed (i) to exchange $543,287 in aggregate principal amount of the Senior Notes for 3,018,260 shares of Preferred Stock and (ii) to extend the maturity date and modify the conversion terms of the Reporting Persons' remaining $10,260,713 in aggregate principal amount Senior Notes (the "Remaining Senior Notes"). Each share of Preferred Stock is initially convertible into one share of Common Stock, subject to adjustment as described in the Certificate of Designations for the Preferred Stock. The Preferred Stock is contingently convertible into Common Stock, subject to the Issuer's achievement of certain milestones payments and the deregistration of the Issuer's Common Stock, as further described in the Certificate of Designations for the Preferred Stock. The Preferred Stock is not currently convertible. The Reporting Persons expressly disclaim beneficial ownership of the shares of Common Stock underlying the Preferred Stock. The conversion rate for the Senior Notes is equal 148.3019 shares of the Company's common stock per $1,000 principal amount of Notes (which is equivalent to an initial conversion price of approximately $6.74 per share of common stock), subject to adjustment upon the occurrence of certain specified events. The Remaining Senior Notes are contingently convertible into Common Stock, subject to the Issuer's achievement of certain milestones payments. The Remaining Senior Notes are not currently convertible. The Reporting Persons expressly disclaim beneficial ownership of the shares of Common Stock underlying the Remaining Senior Notes. These securities are directly beneficially owned by certain private investment funds, including Whitebox Relative Value Partners, LP ("WRP") Whitebox Multi-Strategy Partners, LP ("WMP"), Pandora Select Partners, LP ("PSP"), and Whitebox GT Fund, LP ("WGT" and collectively with, WRP, WMP and PSP, the "Private Funds") and may be deemed to be beneficially owned by (a) Whitebox Advisors LLC by virtue of its role as the investment manager of the Private Funds, and (b) Whitebox General Partner LLC by virtue of its role as the general partner of the Private Funds. Immediately prior to the transactions reported herein, WRP directly beneficially owned $3,528,000 of Senior Notes, WMP directly beneficially owned $6,076,000 of Senior Notes, PSP directly beneficially owned $800,000 of Senior Notes and WGT directly beneficially owned $400,000 of Senior Notes. Following the transactions reported herein, WRP directly beneficially owns 985,600 shares of Preferred Stock and $3,350,592 in aggregate principal amount of Remaining Senior Notes, WMP directly beneficially owns 1,697,422 shares of Preferred Stock and $5,770,464 in aggregate principal amount of Remaining Senior Notes, PSP directly beneficially owns 223,494 shares of Preferred Stock and $759,771 in aggregate principal amount of Remaining Senior Notes, and WGT directly beneficially owns 111,744 shares of Preferred Stock and $379,886 in aggregate principal amount of Remaining Senior Notes. On November 2, 2016, the Issuer entered into a binding letter agreement (the "Debt Exchange Term Sheet") with the Reporting Persons and the other holders (together, the "Noteholders") of 100% of the Issuer's outstanding 8% Convertible Senior Notes due 2019 (the "Senior Notes"), pursuant to which the Noteholders agreed to enter into an Exchange and Consent Agreement to, among other things, exchange $2.2 million in aggregate principal amount of the Senior Notes for 12,222,225 shares of newly issued preferred stock (the "Preferred Stock"). As a result of the transactions contemplated by the Debt Exchange Term Sheet, the Reporting Persons may be deemed to have formed a "group" with each of the other Noteholders and/or certain affiliates of each of such parties (such parties together, excluding the Reporting Person, the "Other Parties") for purposes of Section 13(d) of the Exchange Act and Rule 13d thereunder. The Reporting Persons expressly disclaim beneficial ownership of the shares of the Issuer's securities owned by the Other Parties. Whitebox Advisors LLC By: /s/ Mark Strefling Mark Strefling Whitebox Advisors LLC Chief Operating Officer 2016-11-14 Whitebox General Partner LLC By: /s/ Mark Strefling Mark Strefling Whitebox Advisors LLC Chief Operating Officer 2016-11-14 Whitebox Relative Value Partners, LP By: Whitebox General Partner LLC By: /s/ Mark Strefling Mark Strefling Whitebox Advisors LLC Chief Operating Officer 2016-11-14 Whitebox Multi-Strategy Partners, LP By: Whitebox General Partner LLC By: /s/ Mark Strefling Mark Strefling Whitebox Advisors LLC Chief Operating Officer 2016-11-14 Pandora Select Partners, LP By: Whitebox General Partner LLC By: /s/ Mark Strefling Mark Strefling Whitebox Advisors LLC Chief Operating Officer 2016-11-14 Whitebox GT Fund, LP By: Whitebox General Partner LLC By: /s/ Mark Strefling Mark Strefling Whitebox Advisors LLC Chief Operating Officer 2016-11-14