---
schema_version: "secwatch.filing_event.v1"
accession: "0001169245-22-000115"
form_type: "8-K"
ticker: null
cik: "0001169245"
company_name: "PhaseBio Pharmaceuticals Inc"
filed_at: "2022-11-08T23:59:59+00:00"
generated_at: "2026-06-22T02:57:03.872524+00:00"
event_type: "m_and_a"
sentiment: "negative"
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: "high"
source: SEC EDGAR
---

# PhaseBio in Chapter 11; sells bentracimab assets to Chiesi for $40M + $60M milestones

## Summary
- Asset purchase agreement with Chiesi Farmaceutici S.p.A. as stalking horse; $40M cash at close plus up to $60M milestone payments.
- Sale subject to Bankruptcy Court approval and higher bids; auction proposed Dec 12, 2022 if qualified bids by Dec 9.
- PhaseBio common stock delisted from Nasdaq; begins trading on OTC Pink under symbol PHASQ on Nov 4, 2022.
- Chiesi deposits $4M escrow; break-up fee of $2M plus expense reimbursement if alternative deal accepted.
- Milestone payments: $30M on accelerated FDA approval, $30M on full FDA approval; subject to offsets.

## SEC filing metadata
- accession: 0001169245-22-000115
- form_type: 8-K
- cik: 0001169245
- company_name: PhaseBio Pharmaceuticals Inc
- filed_at: 2022-11-08T23:59:59+00:00
- event_type: m_and_a
- sentiment: negative
- materiality_score: 0.9
- calibrated_materiality_score: 0.9
- confidence: high
- sec_items: 1.01, 1.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1169245/000116924522000115/0001169245-22-000115-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1169245/000116924522000115/phas-20221104.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001169245-22-000115
- JSON: https://secwatch.observer/filing/0001169245-22-000115.json
- Plain text: https://secwatch.observer/filing/0001169245-22-000115.txt

## Key facts
- Distress & Bankruptcy
  PhaseBio Pharmaceuticals Inc entered chapter 11 in United States Bankruptcy Court for the District of Delaware (petition 2022-10-23).
  - Proceeding: chapter 11
  - Court: United States Bankruptcy Court for the District of Delaware
  - Petition: 2022-10-23
  source text: On October 23, 2022, PhaseBio Pharmaceuticals, Inc. (the “Company”) filed a voluntary petition for relief under Chapter 11 of Title 11 (“Chapter 11”) of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), thereby commencing a Chapter 11 case for the Company (Case No. 22-10995-LSS) (the “Chapter 11 Case”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1169245/000116924522000115/0001169245-22-000115-index.htm
- Material Agreements
  PhaseBio Pharmaceuticals Inc entered into Agreement with Chiesi Farmaceutici S.p.A. valued at approximately (i) $40 million in cash to be paid at the closing of the Transaction (subject to adjus (effective 2022-11-04).
  - Action: entry
  - Agreement: asset purchase
  - Counterparty: Chiesi Farmaceutici S.p.A.
  - Value: approximately (i) $40 million in cash to be paid at the closing of the Transaction (subject to adjus
  - Effective: 2022-11-04
  source text: On November 4, 2022, the Company entered into an asset purchase agreement (the “Agreement”) with Chiesi Farmaceutici S.p.A., a private limited company organized under the Laws of Italy (the “Purchaser”), pursuant to which the Purchaser agreed to acquire, subject to the terms and conditions contained in the Agreement, all of the assets of the Company primarily related to the Company’s business in connection with bentracimab, also known as PB2452 (the “Product”), including intellectual property, regulatory documentation and goodwill (collectively, the “Assets”), and to assume certain specified liabilities of the Company (collectively, the “Liabilities” and such acquisition of Assets and assumption of Liabilities, the “Transaction”), subject to the terms and conditions contained therein.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1169245/000116924522000115/0001169245-22-000115-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.