0001104659-16-157086.txt : 20161114
0001104659-16-157086.hdr.sgml : 20161111
20161114214258
ACCESSION NUMBER: 0001104659-16-157086
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: Gerber Sander
CENTRAL INDEX KEY: 0001416593
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36208
FILM NUMBER: 161997648
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36208
FILM NUMBER: 161997649
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
4
1
a4.xml
4
X0306
4
2016-11-14
1
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
2016-11-14
4
J
0
1000000
D
See footnote
0
I
See Footnote
Preferred Stock
2016-11-14
4
J
0
279367
A
Common Stock
279367
279367
I
See Footnote
8% Senior Convertible Notes due 2024
2016-11-14
4
J
0
949714
A
2024-06-15
Common Stock
140844
949714
I
See Footnote
On November 14, 2016, pursuant to the Exchange Agreement, the Reporting Persons agreed (i) to exchange $50,286 in aggregate principal amount of the Senior Notes for 279,367 shares of Preferred Stock and (ii) to extend the maturity date and modify the conversion terms of the Reporting Persons' remaining $949,714, 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.
The securities 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 (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.
HUDSON BAY CAPITAL MANAGEMENT LP By: /s/ Sander Gerber Name: Sander Gerber Title: Authorized Signatory /s/ Sander Gerber
2016-11-14