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tem 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On October 18, 2016, TetraLogic Pharmaceuticals Corporation (“TetraLogic” or the “Company”) received notice that the Nasdaq Hearings Panel (the “Panel”) had granted the Company’s request for an extension of the previously granted exception for continued listing on The Nasdaq Global Market.
As previously reported in TetraLogic’s Current Report on Form 8-K filed on September 6, 2016, the Panel had granted the Company’s request for continued listing on The Nasdaq Global Market subject to certain conditions, including completion of a conversion of its outstanding 8% convertible senior notes due June 15, 2019 (the “8% Notes”) into equity of the Company by October 15, 2016 (the “Restructuring”).
On October 15, 2016, the Company informed the Panel that it had not yet completed the Restructuring, and subsequently on October 17, 2016, the Company requested that the Panel extend the exception deadline from October 15, 2016 to October 31, 2016 to complete the process of identifying the remaining holders of the 8% Notes and obtaining agreements for conversion of the 8% Notes.
On October 18, 2016, the Panel granted the Company’s request to extend the exception deadline through the end of the month. The Panel noted that the remaining exception deadlines, reported on Company’s Form 8-K filed on September 6, 2016, are still in place.
In the event that the Company is unable to comply with the Restructuring or the other conditions by the exception deadlines, its common stock will be delisted from The Nasdaq Global Market.
The delisting of TetraLogic’s common stock from The Nasdaq Global Market would be considered a fundamental change under the indenture
for the 8% Notes, and TetraLogic could be required by the noteholders to purchase for cash all of the outstanding 8% Notes at a purchase price equal to 100% of the principal amount of the 8% Notes ($43.75 million of which are outstanding as of September 30, 2016) plus accrued and unpaid interest. Should all the noteholders exercise their put rights, TetraLogic does not currently have sufficient funds on hand to satisfy those put obligations for the 8% Notes. Among other items under discussion with the holders of the Company’s 8% Notes is a waiver by the holders of 8% Notes of their put right.
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