Bidding Process and Auction Projected to
Conclude December 2022
PhaseBio Pharmaceuticals, Inc. (Nasdaq: PHAS), a clinical-stage
biopharmaceutical company focused on the development and
commercialization of novel therapies for cardiovascular diseases,
today announced that it has elected to file a voluntary petition
under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy
Court for the District of Delaware. As part of the case, PhaseBio
also intends to file a motion seeking authorization to pursue an
auction and sale process under Section 363 of the U.S. Bankruptcy
Code. The proposed bidding procedures, if approved by the court,
would require interested parties to submit binding offers to
acquire PhaseBio’s bentracimab program assets, which would be
purchased free and clear of liens and interests.
In anticipation of this sales process, PhaseBio has entered into
a confidential non-binding agreement with a large pharmaceutical
company with decades of experience in the areas of research,
development, production, and commercialization of novel and
advanced therapies and other medicines, including in the hospital
and critical care space in the United States and the rest of the
world. In connection with a definitive asset purchase agreement for
bentracimab (the “Purchase Agreement”) anticipated to be executed
as soon as possible, this company would be designated as the
stalking horse bidder and would (a) pay PhaseBio cash in the amount
of $40 million (the “Upfront Payment”); (b) pay PhaseBio cash in
the total amount of $60 million upon the achievement of certain
regulatory milestones with respect to bentracimab; (c) satisfy cure
amounts in connection with the assumption and assignment of
designated executory contracts and leases; (d) assume any
agreed-upon liabilities; and (e) provide cash consideration to be
paid upon PhaseBio’s entry into and due performance under a
transition services agreement. This company would also provide a $4
million deposit into escrow and, if approved as the stalking horse
bidder, would be entitled to a break-up fee of $2 million and
reimbursement of expenses of up to $750,000, to be paid from the
proceeds of a sale to an alternative purchaser.
"The Board and management team have thoroughly assessed all of
our strategic options and believe that this structured process
represents the best possible solution for PhaseBio, taking into
account our financial needs and the challenges we have encountered
while trying to negotiate a path forward with SFJ Pharmaceuticals,"
said Jonathan Mow, Chief Executive Officer of PhaseBio. “Since
early 2022, we have been engaged in a strategic process to help
identify potential third parties interested in advancing the
bentracimab program, through which we received several compelling
offers for the licensing and/or acquisition of certain commercial
rights to bentracimab. Each offer, however, would have required SFJ
to waive or revisit certain terms of their co-development
agreement, which they were unwilling to do.”
Mow continued, “Faced with few other alternatives, we proceeded
in good faith with SFJ to negotiate a program transfer to SFJ that
we would present to stockholders for their review and approval. We
progressed to the point where we believed that the signing of a
transaction in late September 2022 was imminent and were certainly
disappointed by SFJ’s decision to abruptly walk away from a deal
that they had proposed. We now believe that the sales process
envisioned by the Chapter 11 restructuring process is the best way
to maximize value for all of our stakeholders and give us the best
opportunity to get bentracimab to market to benefit patients in
need.”
PhaseBio has filed a series of motions with the court seeking to
ensure the continuation of normal operations during this process.
For this process, PhaseBio has the support of JMB Capital Partners,
that has made a financing commitment of $15 million. PhaseBio
believes that its commitment from JMB provides it with sufficient
liquidity to conduct its business in an uninterrupted manner, fund
its Chapter 11 proceedings, including the sale of its assets, and
to continue to meet its operational and financial obligations.
Additional information about this process and proposed asset
sale, as well as other documents related to the restructuring and
reorganization proceedings, is available through PhaseBio’s claims
agent Omni Agent Solutions, at
https://omniagentsolutions.com/PhaseBio.
PhaseBio’s legal counsels are Cooley LLP and Richards, Layton
& Finger, PA, and its investment bankers and financial advisors
are Miller Buckfire, a Stifel company, and SierraConstellation
Partners LLC.
The petition was filed in United States Bankruptcy Court for the
District of Delaware, Case No. 22-10995.
Bentracimab is currently being evaluated in the REVERSE-IT
study, a global Phase 3, multi-center, open-label, prospective
single-arm trial designed to study bentracimab’s reversal of the
antiplatelet effects of ticagrelor in patients who present with
uncontrolled major or life-threatening bleeding or who require
urgent surgery or invasive procedure. Approximately 200 patients
are being targeted for enrollment in the REVERSE-IT study at major
health centers worldwide. Patients with reported use of ticagrelor
within the prior three days who require urgent ticagrelor reversal
are eligible for enrollment. In a prespecified interim analysis of
150 enrolled patients (142 of whom enrolled required urgent surgery
or an invasive procedure and eight of whom enrolled with
uncontrolled major or life-threatening bleeding), bentracimab
achieved the primary endpoint of the REVERSE-IT trial by
immediately and sustainably reversing the antiplatelet effects of
ticagrelor Bentracimab has previously been studied in completed
Phase 1 and Phase 2 clinical trials and has demonstrated the
potential to bring life-saving therapeutic benefit through
immediate and sustained reversal of the antiplatelet activity of
ticagrelor, potentially mitigating concerns regarding bleeding
risks associated with the use of this antiplatelet drug.
About PhaseBio
PhaseBio Pharmaceuticals, Inc. is a clinical-stage
biopharmaceutical company focused on the development and
commercialization of novel therapies for cardiovascular diseases.
The Company’s pipeline includes: bentracimab (PB2452), a novel
reversal agent for the antiplatelet therapy ticagrelor; and PB6440,
an oral agent for the treatment of resistant hypertension.
PhaseBio’s proprietary elastin-like polypeptide technology platform
enables the development of therapies with potential for
less-frequent dosing and improved pharmacokinetics, and drives both
internal and partnership drug-development opportunities.
PhaseBio is located in Malvern, PA, and San Diego, CA. For more
information, please visit www.phasebio.com, and follow us on
Twitter @PhaseBio and LinkedIn.
Cautionary Statements Regarding PhaseBio’s Forward-Looking
Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. Words such as “anticipates,” “believes,” “expects,”
“intends,” “potential,” “projects,” “target,” “will,” “would” and
“future” or similar expressions are intended to identify
forward-looking statements.
Forward-looking statements in this press release include, but
are not limited to, statements concerning or implying PhaseBio’s
plans to sell its bentracimab program assets pursuant to Chapter 11
of the U.S. Bankruptcy Code; the expected timing and terms of any
agreement with the potential stalking horse bidder; PhaseBio’s
intention to continue operations during the Chapter 11 proceedings;
PhaseBio’s ability to conduct its business in an uninterrupted
manner during the Chapter 11 proceedings; PhaseBio’s belief that
the sale process will be in the best interest of PhaseBio and its
stakeholders; and other statements regarding PhaseBio’s strategy
and future operations, performance and prospects among others.
Forward-looking statements are based on management's current
expectations and are subject to various risks and uncertainties
that could cause actual results to differ materially and adversely
from those expressed or implied by such forward-looking statements.
Such risks and uncertainties include, but are not limited to, risks
and uncertainties related to: the risks associated with the
potential adverse impact of the Chapter 11 filings on PhaseBio’s
liquidity and results of operations; changes in PhaseBio’s ability
to meet its financial obligations during the Chapter 11 process and
to maintain contracts that are critical to its operations; the
outcome and timing of the Chapter 11 process and the proposed
auction and asset sale; the effect of the Chapter 11 filings and
proposed asset sale on PhaseBio’s relationships with vendors,
regulatory authorities, employees and other third parties; possible
proceedings that may be brought by third parties in connection with
the Chapter 11 process or the proposed asset sale; uncertainty
regarding obtaining bankruptcy court approval of a sale of
PhaseBio’s assets or other conditions to the proposed asset sale;
and the timing or amount of any distributions, if any, to
PhaseBio’s stakeholders, as well as risks associated with
pharmaceutical development and being a pharmaceutical company
generally. Accordingly, these forward-looking statements do not
constitute guarantees of future performance, and you are cautioned
not to place undue reliance on these forward-looking
statements.
Additional risks regarding PhaseBio’s business are described in
detail in PhaseBio’s Securities and Exchange Commission filings,
including in its Quarterly Report on Form 10-Q for the quarter
ended June 30, 2022, and any subsequent reports on Form 10-K, Form
10-Q or Form 8-K filed with the SEC from time to time and available
at www.sec.gov. These forward-looking statements speak only as of
the date hereof, and PhaseBio Pharmaceuticals, Inc. disclaims any
obligation to update these statements except as may be required by
law.
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version on businesswire.com: https://www.businesswire.com/news/home/20221024005376/en/
Investor Contact: John Sharp PhaseBio Pharmaceuticals,
Inc. Chief Financial Officer (610) 981-6506
john.sharp@phasebio.com
Media Contact: Will Zasadny Canale Communications, Inc.
(619) 961-8848 will.zasadny@canalecomm.com
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