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