Athenex, Inc.: going-concern / distress — Athenex sells Orascovery assets for $2.5M + milestone, APD assets for $14M amid Chapter 11

filed voluntary petitions (collectively, the “Chapter 11 Case”) for relief under Chapter 11 of the United States Bankruptcy Code (the “Code”) with the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”).

On June 30, 2023, the Company terminated the employment of Jeffrey Yordon and Daniel Lang in connection with the Chapter 11 Case.

On June 30, 2023, the Company terminated the employment of Jeffrey Yordon and Daniel Lang in connection with the Chapter 11 Case.

On June 23, 2023, Athenex Pharmaceutical Division, LLC (“APD”), one of the Debtors and a subsidiary of the Company, entered into an asset purchase agreement (“APD Agreement”) with Sagent Pharmaceuticals (“Sagent”), pursuant to which Sagent agreed to purchase the assets used in APD’s business, excluding its cash, cash equivalents and accounts receivable, among other things (the “APD Assets”), subject to the terms and conditions contained in the APD Agreement. Sagent was the highest bidder at Auction and paid a cash purchase price of approximately $14.0 million for the APD Assets at closing. The sale of the APD Assets was approved by the Bankruptcy Court on June 27, 2023 and closed on June 30, 2023.

On June 29, 2023, C-Mer assigned its rights and obligations under the Orascovery Agreement to Health Hope Pharma Limited (“Orascovery Buyer”). Under the Orascovery Agreement, the Orascovery Buyer paid a cash purchase price of $2.5 million for the Orascovery Assets at closing, with a milestone payment of $5.0 million to be promptly paid to Athenex R&D LLC after worldwide net sales of oral paclitaxel have reached $10.0 million. The sale of the Orascovery Assets was approved by the Bankruptcy Court on June 21, 2023 and closed on July 7, 2023.

On June 6, 2023, the Company and Athenex R&D LLC, one of the Debtors and a subsidiary of the Company, entered into an asset purchase agreement (“Orascovery Agreement”) with C-Mer Specialty Group Limited (“C-Mer”), pursuant to which C-Mer agreed to purchase the Debtor’s assets used in the Company’s small molecule, or Orascovery, business (the “Orascovery Assets”) subject to the terms and conditions contained in the Orascovery Agreement.

At Auction, Oaktree Strategic Credit Asset Holdings, LLC, and Oaktree Fund Administration, LLC (collectively, “Oaktree”) agreed to purchase APD’s cash, cash equivalents, accounts receivable, prepaid expenses, and books and records (the “APD AR”) under the terms of an asset purchase agreement between Oaktree and APD (the “Oaktree Agreement”).

On June 23, 2023, Athenex Pharmaceutical Division, LLC (“APD”), one of the Debtors and a subsidiary of the Company, entered into an asset purchase agreement (“APD Agreement”) with Sagent Pharmaceuticals (“Sagent”), pursuant to which Sagent agreed to purchase the assets used in APD’s business, excluding its cash, cash equivalents and accounts receivable, among other things (the “APD Assets”), subject to the terms and conditions contained in the APD Agreement.

As of June 12, 2023, the Company, Athenex Pharma Solutions, LLC (“APS”), one of the Debtors and a subsidiary of the Company, Almirall, S.A. and Almirall LLC (together with Almirall, S.A., “Almirall”), Sagard Healthcare Royalty Partners, LP (“Sagard”) and Oaktree entered into a settlement agreement (the “Settlement Agreement”)