Item 1.01 Entry into a Material Definitive Agreement. Amendment No. 2 to the Purchase Agreement OnApril 1, 2020 ,Valeritas Holdings, Inc. (the "Company") and certain of its subsidiaries (together, the "Sellers") entered into Amendment No. 2 ("Amendment No. 2") to that certain Asset Purchase Agreement, dated as ofFebruary 9, 2020 , as amended onMarch 17, 2020 , by and among Zealand Pharma A/S, as stalking horse bidder ("Zealand"), and the Sellers (the "Purchase Agreement"), pursuant to which the Company agreed to sell substantially all of its assets to Zealand for total consideration of (i)$23 million in cash and (ii) the assumption of certain liabilities of the Debtors (the "Asset Sale"). Amendment No. 2 modifies the Purchase Agreement to provide that one of the Company's bank accounts will remain with the Company following closing of the Asset Sale so that the Company can use the account for certain post-closing payments. The bank account will be transferred to Zealand upon approval by theBankruptcy Court (as defined below) of a Plan of Liquidation. The foregoing description of Amendment No. 2 is qualified in its entirety by reference to the complete text thereof, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference. Closing of the Asset Sale to Zealand Pharma A/S As previously disclosed, onFebruary 9, 2020 , the Company filed a voluntary petition for bankruptcy protection under Chapter 11 of Title 11 of the United States Code. The filing was made in theUnited States Bankruptcy Court for the District of Delaware (the "Court"), and is being jointly administered under the caption In reValeritas Holdings, Inc. , et al., Case No. 20-10290 (the "Chapter 11 Proceedings"). The Asset Sale was subsequently approved by theBankruptcy Court onMarch 20, 2020 . OnApril 2, 2020 , the Sellers closed the Asset Sale and transferred substantially all of their assets to Zealand. As part of the sale, the Sellers entered into a transition services agreement for the post-closing period through the effective date of a Plan of Liquidation. The Company cautions that trading in its securities during the pendency of the Chapter 11 Proceedings is highly speculative and poses substantial risks. Trading prices for the Company's securities may bear little or no relationship to the actual recovery, if any, by holders of the Company's securities in the Chapter 11 Proceedings. Based upon the current proceeds available from the asset sale to Zealand, after payment to the Company's postpetition lenders and the other secured lenders and the payment of other liabilities, there will not be any proceeds available for distribution to the holders of the Company's common stock. The Sellers are currently in discussions with their stakeholders to develop and file with theBankruptcy Court a Plan of Liquidation in the near term. The Company anticipates that any such Plan of Liquidation will provide for the cancellation of the Company's common stock. Item 1.02 Termination of a Material Definitive Agreement. The Company's Senior Secured Superpriority Priming Debtor-in-Possession Credit Facility (the "DIP Facility"), by and among the Company, as borrower, the Lenders (as defined therein) party thereto, andHB Fund LLC , as the "DIP Lender," matured upon consummation of the Asset Sale. Effective as of the Closing, all outstanding obligations under the DIP Facility were repaid, all loan documents were terminated and all liens, guarantees and security interests were released. Item 1.03 Bankruptcy or Receivership. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 1.03 by reference. Item 2.01 Completion of Acquisition or Disposition of Assets. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.01 by reference. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Effective as of closing of the Asset Sale,Katherine Crothall , Ph.D.,Joseph Mandato , D.M.,Brian Roberts andJohn E. Timberlake resigned as members of the Company's board of directors (the "Board"), withPeter Devlin continuing as the sole --------------------------------------------------------------------------------
director of the Board. Their resignations were not because of any disagreements
with the Company on matters relating to its operations, policies and practices.
In addition, effective as of closing, the following officers were terminated
from their roles with the Company, in order to accept an offer of employment
with Zealand: (i)
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 10.1 Amendment No. 2 to Asset Purchase Agreement.
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