On July 29, 2019, Tetraphase and AcelRx entered into a confidentiality agreement in anticipation of the
sharing of confidential information by the parties, which did not include a standstill.
On or about August 2, 2019, based on responses to these
contacts and following the execution of a confidentiality agreement with the applicable party, Tetraphase provided access to a data room to representatives of Company B, Company C, Company F, Company G and Company I as well as companies that are
referred to as Company K and Company L.
On August 4, 2019, the Tetraphase Board held a telephonic meeting to discuss Company Cs proposal as
well as ongoing discussions with the other potential interested parties. Representatives of Tetraphase management, Financial Advisor A and Law Firm A also participated in this meeting.
On or about August 12, 2019, Company G provided Tetraphase with a non-binding proposal to acquire the company in
an all cash transaction for aggregate consideration of $20 million.
Between late July and late August, representatives of Tetraphase management,
Financial Advisor A and Law Firm A continued to work on diligence matters with the interested parties referred to above.
On August 18, 2019, the
Tetraphase Board held a telephonic meeting to discuss the terms and conditions of a proposed merger agreement to be delivered to Company G. Representatives of Tetraphase management, Financial Advisor A and Law Firm A also participated in the
meeting.
On or prior to August 25, 2019, Company C advised Tetraphase that it was no longer interested in pursuing a potential strategic transaction
with the company, citing market conditions.
On or about September 4, 2019, Company G notified Financial Advisor A that following its due diligence
review and due to other business development activities it would not be pursuing a potential strategic transaction with Tetraphase. Prior to that date each of Companies B, F, I, K and L had also indicated to Tetraphase or Financial Advisor A that it
was not interested in pursuing a strategic transaction with the company, citing, to the extent the parties provided a specific reason, market conditions and judgments regarding valuation and liquidity.
On September 25, 2019 the Tetraphase Board held a regularly scheduled meeting in Boston, Massachusetts, at the offices of Wilmer Cutler Pickering Hale
and Dorr LLP, Tetraphases outside corporate counsel, which is referred to as WilmerHale. At this meeting, the Tetraphase Board instructed management to engage an investment bank to underwrite a public offering of Tetraphases common
stock.
On or about September 27, 2019, Ms. Stahl began discussions with representatives of H.C. Wainwright & Co., or HCW, concerning a
potential equity financing for Tetraphase.
On September 29, 2019, after approval from the Pricing Committee, Tetraphase management engaged HCW as
its exclusive agent, advisor or underwriter for an equity offering for capital raising purposes.
On September 30, 2019 representatives of HCW and
its legal counsel, members of Tetraphase management, WilmerHale and representatives of Ernst & Young LLP, Tetraphases independent public company registered accountants (EY), participated in an organizational call to
discuss the structure and timing of a potential public offering.
From September 30, 2019 through the morning of October 7, 2019,
representatives of HCW and its legal counsel, members of Tetraphase management, WilmerHale, and EY worked to prepare Tetraphase for a public offering of Tetraphase Common Stock. This work included, but was not limited to, conducting due diligence
and drafting and negotiating documentation.
15