PhaseBio Pharmaceuticals Inc: going-concern / distress — PhaseBio transfers bentracimab assets to SFJ in bankruptcy; SFJ pays $32.9M net cash, $120M claim settled

PhaseBio Pharmaceuticals Inc

SFJ acquires all bentracimab-related assets (PB2452) in satisfaction of $120M secured claim; SFJ pays $32.9M cash net of DIP payoff and interim funding.
SFJ pays up to $5.8M to BioVectra upon BLA filing acceptance; additional amount upon FDA approval if contract assumed.
SFJ will pay 2.5% royalty on worldwide net sales of bentracimab products exceeding $300M annually, through patent expiry or 10 years post first US sale.
Chapter 11 case continues; stock delisted from Nasdaq, trades on OTC Pink under PHASQ; common stock likely zero recovery.
Transition services: six months at no cost from key personnel including CEO Jonathan Mow and others.

Key facts

Extracted from this filing and checked against the source text.

Distress & Bankruptcy SEC 8-K Item 1.03 confidence 0.9

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

Exact text from the filing

on October 23, 2022, PhaseBio Pharmaceuticals, Inc. (the “Company”) filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), thereby commencing a Chapter 11 case (the “Chapter 11 Case”) for the Company (Case No. 22-10995).

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 1.0

PhaseBio Pharmaceuticals Inc completed a disposition involving SFJ Pharmaceuticals X, Ltd. for $32.9 million in cash, net (closed 2023-01-13).

Action: disposition
Counterparty: SFJ Pharmaceuticals X, Ltd.
Consideration: $32.9 million in cash, net
Closing: 2023-01-13

Exact text from the filing

At the Closing, SFJ paid to the Company consideration of $32.9 million in cash, net of approximately $15.8 million paid directly to JMB Capital Partners Lending, LLC (“JMB”) on behalf of the Company in satisfaction of all amounts owed by the Company to JMB under that certain Senior Secured, Super-Priority Debtor-in-Possession Loan and Security Agreement

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

PhaseBio Pharmaceuticals Inc entered into Settlement Agreement with SFJ Pharmaceuticals X, Ltd. valued at Transfer of all right, title and interest in bentracimab business in satisfaction of $120 million al (effective 2023-01-13).

Action: entry
Agreement: settlement
Counterparty: SFJ Pharmaceuticals X, Ltd.
Value: Transfer of all right, title and interest in bentracimab business in satisfaction of $120 million al
Effective: 2023-01-13

Exact text from the filing

On December 31, 2022, the Bankruptcy Court entered an order (the “9019 and Sale Order”), with immediate effectiveness, approving the entry into a settlement agreement (the “Settlement Agreement”) by and between the Company and SFJ to resolve the disputes raised in the Adversary Proceeding and the Prepetition Litigation.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

PhaseBio Pharmaceuticals Inc entered into Program Transfer Agreement with SFJ Pharmaceuticals X, Ltd. valued at Transfer of Acquired Assets (bentracimab business) in exchange for $32.9 million net cash, release o (effective 2023-01-13).

Action: entry
Agreement: asset purchase
Counterparty: SFJ Pharmaceuticals X, Ltd.
Value: Transfer of Acquired Assets (bentracimab business) in exchange for $32.9 million net cash, release o
Effective: 2023-01-13

Exact text from the filing

Pursuant to the Settlement Agreement, on the Execution Date, the Company entered into the Program Transfer Agreement with SFJ.

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Source: SEC EDGAR

accession 0001169245-23-000002

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