UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 26, 2011
Transdel Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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000-52998
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45-0567010 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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4275 Executive Square, Suite 230
La Jolla, CA
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92037 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (858) 457-5300
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
1.01 Entry into a Material Definitive Agreement.
The information provided pursuant to Item 1.03 of this Current Report on Form 8-K regarding the
Asset Purchase Agreement (as defined below) is incorporated into this Item 1.01 by reference.
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Item 1.03 |
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Bankruptcy or Receivership. |
On June 26, 2011, Transdel Pharmaceuticals, Inc. (the Company) filed a voluntary petition
for reorganization relief under Chapter 11 of the United States Bankruptcy Code (the
Bankruptcy Code) in the United States Bankruptcy Court for the Southern District of
California (the Bankruptcy Court), Case No. 11-10497-11 (the Chapter 11 Case).
The Company retained possession of its assets and is authorized under sections 1107 and 1108 of the
Bankruptcy Code to continue the management and operation of its business as a debtor-in-possession
The Asset Purchase Agreement
In connection with the Chapter 11 Case, the Company, as seller, and Cardium Healthcare, Inc., a
wholly-owned subsidiary of Cardium Therapeutics, Inc. (NYSE Amex: CXM), as purchaser (the Purchaser)
entered into an Asset Purchase Agreement dated June 26, 2011 (the Asset Purchase
Agreement) pursuant to which the Company has agreed to sell substantially all of the assets of
the Company (Acquired Assets) to the Purchaser pursuant to Sections 105, 363 and 365 of the
Bankruptcy Code, subject to court approval and the satisfaction of certain conditions set forth in
the Asset Purchase Agreement.
Pursuant to the terms of the
Asset Purchase Agreement, the Purchaser has agreed to purchase the
Acquired Assets for up to 6 million shares of Cardium Therapeutics, Inc. common stock
(Cardium Stock) based upon the current price of the Cardium Stock on the
NYSE Amex. The actual number of shares of Cardium Stock provided
to the Company at closing is subject to adjustment based on the closing price of the Cardium
Stock as of the date of such closing. Under the terms of the Asset Purchase Agreement,
an additional amount of Cardium Stock would be released from escrow
upon the successful timely completion of the
registration of the Companys principal product candidate TDLP-110 under section 505(b)(2) of the
U.S. Food, Drug and Cosmetic Act. All Cardium Stock received will be restricted and limitations will be
imposed upon the Company in connection with its liquidation of such stock by the Asset Purchase
Agreement and Rule 144 of the Securities Exchange Commission.
Consummation of the sale to the Purchaser is subject to a number of customary conditions,
including, among others, the approval of the Asset Purchase Agreement through a private sale in the
Bankruptcy Court; the accuracy of the representations and warranties of the parties; material
compliance by the parties with their obligations under the Asset Purchase Agreement; and compliance
with certain specified deadlines for actions in connection with the Bankruptcy Case.
Consummation of the sale to the Purchaser will also be subject to obtaining an order of approval
from the Bankruptcy Court (the Sale Order). Despite the Companys request that the sale
be approved as a private sale, it may be subject to bidding procedures approved by the Bankruptcy
Court and to receipt of a higher and better bid at auction.
The Asset Purchase Agreement may be terminated by the Purchaser under a number of circumstances,
including the Companys breach of certain representations and covenants and failure to obtain
certain Bankruptcy Court orders by agreed dates.
The Asset Purchase Agreement is attached as Exhibit 2.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
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Item 2.04 |
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Triggering Events That Accelerate or Increase a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement. |
On June 26, 2011, the Company filed the Chapter 11 Case, as described above in Item 1.03.
The filing of the Chapter 11 Case may be deemed to constitute an event in which the total amount of
principal and accrued interest is immediately due and payable under the Companys Senior
Convertible Promissory Note, dated April 5, 2010, between the Company, as borrower, and an existing
shareholder, as lender, (the Note). The total amount of such obligations was $1,091,849 as of
June 26, 2011.
The ability of the lender to seek remedies to enforce their rights under the Note is stayed as a
result of the filing of the Chapter 11 Case, and the creditors rights of enforcement are subject
to the applicable provisions of the Bankruptcy Code.
The filing of the Chapter 11 Case also created an event of default under the Companys operating
leases. The ability of the lessors to seek remedies to enforce their rights under the Companys
lease agreements is stayed as a result of the filing of the Chapter 11 Case, and the lessors
rights of enforcement are subject to the applicable provisions of the Bankruptcy Code.
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Item 9.01. |
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Financial Statements and Exhibits. |
(d) Exhibits
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2.1 |
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Asset Purchase Agreement, dated June 26, 2011, by and among Transdel
Pharmaceuticals, Inc. and Cardium Healthcare, Inc. |
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