UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 | Entry into a Material Definitive Agreement. |
The information set forth below in Item 2.01 in this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.01.
| Item 1.03 | Bankruptcy or Receivership. |
The information set forth below in Item 2.01 in this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.03.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
As previously disclosed, on November 17, 2023, Timber Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and certain of its subsidiaries (collectively with the Company, the “Debtors”) each filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Debtors’ Chapter 11 cases are being jointly administered under the caption and case number, In re Timber Pharmaceuticals, et al., Case No. 23-1187 (the “Chapter 11 Case”).
In connection with the Chapter 11 Case, on November 17, 2023, the Debtors, LEO Pharma A/S and LEO Spiny Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of LEO US Holding, Inc., a Delaware corporation (collectively with LEO Pharma A/S and LEO Spiny Merger Sub, Inc., “LEO”) entered into a “stalking horse” asset purchase agreement (the “Stalking Horse Agreement”). Pursuant to the terms of the Stalking Horse Agreement. the Debtors agreed to sell substantially all of the assets of the Company and its subsidiaries, including TMB-001, to LEO (the “Asset Sale”), for a purchase price of $14.35 million (the “Purchase Price”) plus the assumption of certain liabilities, subject to approval by the Bankruptcy Court and other agreed-upon conditions.
On January 22, 2024, the Bankruptcy Court entered an order authorizing the Asset Sale pursuant to the terms of the Stalking Horse Agreement.
On January 22, 2024, the Debtors and LEO closed the Asset Sale contemplated by the Stalking Horse Agreement, thereby completing the disposition of the substantially all of the assets of the Company and its subsidiaries, including TMB-001.
In connection with the closing of the Asset Sale, the Purchase Price was paid by LEO, inter alia, through a credit bid of all outstanding obligations owed under the DIP Loan Agreement (as defined in the Stalking Horse Agreement) in the principal amount of $13.9 million (plus outstanding interest and fees owed thereunder). Accordingly, as of the closing of the Asset Sale, the DIP Loan Agreement was deemed satisfied and paid in full.
Each of the foregoing descriptions of the Stalking Horse Agreement and DIP Credit Agreement in this Current Report on Form 8-K does not purport to be complete and is subject and qualified in its entirety by reference to the full text of the Stalking Horse Agreement and the DIP Credit Agreement, which are attached as Exhibit 10.1 and Exhibit 10.2, respectively, to the Company’s Current Report on Form 8-K filed with the SEC on November 17, 2023 and are incorporated herein by reference.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective as of the closing of the Asset Sale, each of John Koconis, Chief Executive Officer, President and Chairman of the Board, and Joseph Lucchese, Chief Financial Officer, Treasurer and Secretary, resigned from their respective executive officer and other employment positions they held with the Company and the Company’s subsidiaries, as applicable, and assumed employment positions with LEO Spiny Merger Sub, Inc.
Also effective as of the closing of the Asset Sale, Alan Mendelsohn, Chief Medical Officer, no longer serves as Chief Medical Officer of the Company and any other positions with the Company’s subsidiaries, as applicable and has been offered employment with LEO Spiny Merger Sub, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TIMBER PHARMACEUTICALS, INC. | ||
| /s/ Jeffrey T. Varsalone | ||
| Name: | Jeffrey T. Varsalone | |
| Title: | Chief Restructuring Officer | |
| Dated: January 22, 2024 | ||
Cover |
Jan. 22, 2024 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Jan. 22, 2024 |
| Entity File Number | 001-37411 |
| Entity Registrant Name | TIMBER PHARMACEUTICALS, INC. |
| Entity Central Index Key | 0001504167 |
| Entity Tax Identification Number | 59-3843182 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 3 Mountainview Road |
| Entity Address, Address Line Two | Suite 100 |
| Entity Address, City or Town | Warren |
| Entity Address, State or Province | NJ |
| Entity Address, Postal Zip Code | 07059 |
| City Area Code | (908) |
| Local Phone Number | 636-7160 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | false |