via NewMediaWire – Timber Pharmaceuticals, Inc. (NYSE American:
TMBR), a clinical-stage biopharmaceutical company focused on the
development and commercialization of treatments for rare and orphan
dermatologic diseases, and its affiliated debtors and
debtor-in-possession ("Timber" or the "Company"), today announced
that all "first day" motions related to the Company's voluntary
Chapter 11 petitions for reorganization filed on November 17, 2023,
were approved on an interim basis by the U.S. Bankruptcy Court for
the District of Delaware.
At the hearing, among other things, the Court approved an
initial $3.0 million in interim funding pursuant to a
debtor-in-possession (“DIP”) financing facility. The DIP financing
is being provided by LEO US Holding, Inc., as lender (“LEO”) and
consists of an aggregate principal commitment of $13.9 million,
consisting of (i) a $7.4 million multiple draw new money term loan
and (ii) a roll-up of $6.5 million of prepetition loans provided by
LEO, plus outstanding interest.
The Company has received $3.0 million of new money DIP funding
and will use such funds to support the Company’s operations during
the Chapter 11 process and in particular, the Company’s ongoing
Phase 3 ASCEND study for TMB-001, the Company’s most valuable
asset. Continuation of the Phase 3 ASCEND study will progress
at the same time that the Company pursues, subject to Court
approval, a section 363 court-supervised process for the sale of
substantially all of the Company’s assets to a “stalking horse”
bidder affiliated with LEO, subject to higher and better offers
through a post-petition marketing, sale and auction process.
In addition, the Company received authorization to, among other
things:
- continue to pay vendors in the ordinary course for goods and
services provided on a post-petition basis;
- continue to pay employee wages, provide healthcare and other
benefits; and
- implement procedures regarding the trading of Timber’s stock in
order to protect any potential value of the Company’s federal net
operating loss carryforwards and other tax attributes for use in
connection with the reorganization.
John Koconis, chief executive officer of Timber, said, "The
approval of these bankruptcy “first day” motions, allow the Company
to continue operating in the ordinary course without interruption,
thereby providing certainty to our vendors and partners that remain
critical to the success of the ongoing Phase 3 Trial for our key
TMB-001 program. We look forward to Court approval of the Company’s
proposed section 363 post-petition sale process.”
In connection with the announcement of the Chapter 11 petitions,
the NYSE Regulation notified Timber on November 21, 2023 (the
“Delisting Notice”) that it will commence delisting proceedings of
Timber’s common stock from the NYSE American, LLC (the “Exchange”)
pursuant to Section 1003(c)(iii) of the NYSE American Company
Guide.
Additionally, on November 21, 2023, the NYSE Regulation notified
Timber (the “Delinquent Filing Notice”) that it is not in
compliance with the Exchange’s continued listing standards because
it failed to timely file its Form 10-Q for the period ended
September 30, 2023 by the filing due date of November 20, 2023 and
is therefore subject to the procedures and requirements set forth
in Section 1007 of the NYSE American Company Guide.
As previously disclosed on November 15, 2023, the Company did
not have the funds or personnel necessary to prepare and file the
Delinquent Report on or before November 14, 2023. Subsequently, due
to the considerable time and resources the Company’s management is
devoting to the Chapter 11 Case, the Company did not have the funds
or personnel necessary to prepare and file the Delinquent Report on
or before November 20, 2023, the extended due date.
The Company may appeal the determination pursuant to Part 12 of
the NYSE American Company Guide within seven calendar days of the
Delisting Notice. However, the Company does not intend to appeal
this determination, and, therefore, it is expected that the
Securities will be delisted. As a result, the Company’s common
stock is expected to begin trading on the over-the-counter market
following such suspension of trading on the NYSE American.
Additional details regarding the Delisting Notice, the
Delinquent Filing Notice from the Exchange and the LEO Stalking
Horse APA were included in, and the description above is qualified
in its entirety by, Timber's Current Report on Form 8-K filed with
the SEC on November 28, 2023, which is available under "Investors"
- "SEC filings" at www.timberpharma.com.
Advisors
Morris, Nichols, Arsht & Tunnell LLP is serving as proposed
bankruptcy counsel to the Company, Lowenstein Sandler LLP is
serving as proposed special corporate counsel to the Company, and
Jeffrey T. Varsalone, Managing Director at VRS Restructuring
Services, LLC (“VRS”), is serving as the Chief Restructuring
Officer of the Company with VRS providing restructuring services
through the CRO.
About Timber Pharmaceuticals, Inc.
Timber Pharmaceuticals, Inc. is a clinical-stage
biopharmaceutical company focused on the development and
commercialization of treatments for rare and orphan dermatologic
diseases. The Company's investigational therapies have proven
mechanisms-of-action backed by decades of clinical experience and
well-established CMC (chemistry, manufacturing, and control) and
safety profiles. The Company is initially focused on developing
non-systemic treatments for rare dermatologic diseases including
congenital ichthyosis (CI) and sclerotic skin diseases. For more
information, visit www.timberpharma.com.
Forward-Looking Statements
This press release contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934 and Private
Securities Litigation Reform Act, as amended, including those
relating to the Company's ability to regain compliance with the
Exchange’s continued listing standards, the Company’s product
development, clinical and regulatory timelines, market opportunity,
competitive position, intellectual property rights, possible or
assumed future results of operations, business strategies,
potential growth opportunities and other statements that are
predictive in nature. These forward-looking statements are based on
current expectations, estimates, forecasts and projections about
the industry and markets in which we operate and management's
current beliefs and assumptions.
These statements may be identified by the use of forward-looking
expressions, including, but not limited to, "expect," "anticipate,"
"intend," "plan," "believe," "estimate," "potential, "predict,"
"project," "should," "would" and similar expressions and the
negatives of those terms. These statements relate to future events
or our financial performance and involve known and unknown risks,
uncertainties, and other factors which may cause actual results,
performance or achievements to be materially different from any
future results, performance or achievements expressed or implied by
the forward-looking statements. Such factors include those set
forth in the Company's Annual Report on Form 10-K for the year
ended December 31, 2022, as well as other documents filed by the
Company from time to time thereafter with the Securities and
Exchange Commission. Prospective investors are cautioned not to
place undue reliance on such forward-looking statements, which
speak only as of the date of this press release. The Company
undertakes no obligation to publicly update any forward-looking
statement, whether as a result of new information, future events or
otherwise.
For more information, contact:
Timber Pharmaceuticals, Inc. John Koconis Chairman and Chief
Executive Officer jkoconis@timberpharma.com
Timber Pharmaceuticals (AMEX:TMBR)
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