0001104659-16-157080.txt : 20161114
0001104659-16-157080.hdr.sgml : 20161111
20161114213743
ACCESSION NUMBER: 0001104659-16-157080
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20161102
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: Gerber Sander
CENTRAL INDEX KEY: 0001416593
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36208
FILM NUMBER: 161997626
MAIL ADDRESS:
STREET 1: C/O HUDSON BAY CAPITAL MANAGEMENT, L.P.
STREET 2: 777 THIRD AVENUE, 30TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Hudson Bay Capital Management LP
CENTRAL INDEX KEY: 0001393825
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36208
FILM NUMBER: 161997627
BUSINESS ADDRESS:
STREET 1: 777 THIRD AVE., 30TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 212-571-1244
MAIL ADDRESS:
STREET 1: 777 THIRD AVE., 30TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
FORMER NAME:
FORMER CONFORMED NAME: Hudson Bay Capital Management, L.P.
DATE OF NAME CHANGE: 20070320
3
1
a3.xml
3
X0206
3
2016-11-02
0
0001361248
TETRALOGIC PHARMACEUTICALS CORP
TLOG
0001393825
Hudson Bay Capital Management LP
777 3RD AVENUE
NEW YORK
NY
10017
0
0
0
1
See Remarks
0001416593
Gerber Sander
777 3RD AVENUE
NEW YORK
NY
10017
0
0
0
1
See Remarks
8% Senior Convertible Notes due 2019
Common Stock
148301
I
See footnote
The Senior Notes became currently convertible at the option of the holder into shares of common stock following the Issuer's entry into an Asset Purchase Agreement (the "Asset Purchase Agreement"), dated November 2, 2016, among the Issuer, its wholly-owned subsidiary TetraLogic Research and Development Corporation and Medivir AB ("Medivir"), pursuant to which the Issuer agreed to sell all or substantially all of its assets to Medivir (the "Asset Sale").
Under the Indenture, dated as of June 23, 2014, between the Issuer and U.S. Bank National Association, as Trustee (the "Indenture"), as of November 2, 2016, the Senior Notes were convertible into Common Stock at any time from or after the effective date of the Asset Sale until the 35th Trading Day (as defined in the Indenture) immediately following the effective date of the Asset Sale.
The conversion rate for the Senior Notes is equal 148.3019 shares of the 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 Senior Notes are held by Hudson Bay master Fund Ltd. (the "Fund"). Hudson Bay Capital Management LP (the "Investment Manager") serves as the investment manager of the Fund. As such, the Investment Manager may be deemed to have beneficial ownership of the Senior Notes held by the Fund. As the managing member of the general partner of Hudson Bay Capital Management LP, Mr. Sander Gerber may be deemed to have beneficial ownership of the shares held by the Fund. Each Reporting Person disclaims beneficial ownership of the Senior Notes held by the Fund, except to the extent of its or his pecuniary interest therein.
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. 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.
By: /s/ Sander Gerber Name: Sander Gerber Title: Authorized Signatory /s/ Sander Gerber
2016-11-14