On or about December 19, 2019, a representative of Financial Advisor B contacted representatives of
Deerfield Management Company, L.P. (Deerfield), to see if Deerfield had any interest in making a strategic investment in the company, based on certain public reports indicating Deerfields potential increased involvement in the
antibiotic sector.
From December 20, 2019 to December 23, 2019, Mr. Boyd of Armistice Capital had several discussions with members of
Tetraphase management regarding the companys business and financial needs and possible bankruptcy plans.
On December 20, 2019,
Mr. Edwards met with representatives of the sole stockholder of Company K, which is referred to as Company O, regarding Tetraphases financial and near-term strategic needs.
On December 24, 2019, a company that is referred to as Company P delivered an unsolicited proposal to acquire Tetraphase for an aggregate cash amount of
$9.0 million. Company P is affiliated with Armistice Capital, and Mr. Boyd is a member of Company Ps board of directors.
On
December 26, 2019, the Tetraphase Board held a telephonic meeting to discuss the Company P proposal. During this meeting the Tetraphase Board instructed representatives of Financial Advisor B to conduct a market check. Later on
December 26, 2019, a representative of Financial Advisor B contacted several potential parties to gauge their interest in a strategic transaction with Tetraphase, including AcelRx, Company E, Company G, Company L, Company M, Deerfield and
Company O.
Between December 26, 2019 and December 30, 2019, representatives of Financial Advisor B and Tetraphase management held calls with
potential parties to a strategic transaction.
On December 27, 2019, Melinta Therapeutics, Inc. (Melinta), initiated a voluntary Chapter
11 bankruptcy process to effect a restructuring while continuing operations.
On December 28, 2019, Company E delivered a proposal to acquire
Tetraphase in an all stock transaction valued at approximately $14.2 million.
On December 30, 2019, Company P executed a confidentiality
agreement with Tetraphase and representatives of Company P and Armistice Capital, as an investor in and potential financing source for Company P, began conducting due diligence on Tetraphase.
On December 31, 2019, legal and financial advisors of Company E and Tetraphase held a telephonic meeting to discuss Company Es proposal, the
potential structure of a transaction and other matters related to the timing of a potential transaction.
Also on December 31, 2019, representatives
of Financial Advisor B discussed with representatives of Company L a potential strategic transaction with Tetraphase. Based on this discussion, Tetraphase allowed Company L to begin conducting due diligence on the companys business and
operations.
On January 1, 2020, Ms. Stahl provided representatives of Company P and its outside legal counsel a draft merger agreement for
review.
On January 2, 2020, an officer of Company P discussed with Ms. Stahl the expected legal requirements for a potential transaction. Also
on January 2, 2020, representatives of Armistice Capital held a diligence discussion with representatives of Tetraphase and its financial advisors to discuss Tetraphases pipeline, compliance program and other areas of the companys
business and operations.
On January 3, 2020, Mr. Edwards communicated additional financial information to Mr. Boyd as previously requested
by Mr. Boyd.
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