LEO Pharma A/S entered into a definitive agreement to acquire Timber Pharmaceuticals, Inc. (NYSEAM:TMBR) for $8.1 million on August 20, 2023. Total Transaction Value of up to $36 million with (i) an initial upfront consideration of $14 million and (ii) up to an additional $22.0 million in contingent value rights (CVRs) payable upon achievement of certain milestones. The CVRs that Timber stockholders will receive provide for the payment of up to an additional $22 million with respect to specific milestones for TMB-001, of which up to $12 million is related to FDA approval of TMB-001 by October 1, 2025 for the treatment of congenital ichthyosis, and up to $10 million of which is related to the first achievement of TMB-001 net sales exceeding $100 million within four consecutive calendar quarters by December 31, 2028. Following completion of the transaction, Timber will become a privately held company and shares of Timber?s common stock will no longer be listed on any public market. Upon termination of the Merger Agreement in accordance with its terms, under certain specified circumstances, Timber will be required to pay LEO a fee of $420,000. As of November 17, 2023, Timber Pharmaceuticals and BioPharmX Inc. filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code. The transaction has been unanimously approved by the Boards of Directors of both companies and is expected to close in the fourth quarter of 2023, subject to customary closing conditions, including approval by the holders of a majority of the shares of Timber?s common stock.

Steven Skolnick and Annie Nazarian Davydov of Lowenstein Sandler LLP is serving as legal counsel to Timber. Uri Doron of Covington & Burling LLP is serving as legal counsel to LEO Pharma. Timber retained Alliance Advisors LLC to assist in the solicitation of proxies by mail, telephone or other electronic means, or in person, for a fee of $12,500, plus approved and reasonable out-of-pocket expenses relating to the solicitation. Ladenburg will receive a $165,000 fee in connection with delivering our opinion, Ladenburg Thalmann & Co. Inc acted as financial advisor and provided fairness opinion to Timber Pharmaceuticals.

LEO Pharma A/S cancelled the acquisition of Timber Pharmaceuticals, Inc. (NYSEAM:TMBR) on November 17, 2023. The proposal to adopt the merger agreement was not approved by the holders of majority of Timber shareholders. LEO Pharma A/S entered into a stalking horse asset purchase agreement to acquire substantially all of the assets of Timber Pharmaceuticals, Inc. for a purchase price of $14.4 million on November 17, 2023.