Tonix Pharma acquires two FDA-approved migraine products Zembrace SymTouch and Tosymra for $25M cash plus earn-outs

Tonix Pharmaceuticals Holding Corp.

Upfront $12M at closing, $3M in Mar 2024, ~$10M for inventory; earn-out royalties based on net sales tiers.
Acquired products generated ~$23M in 2022 sales (Zembrace $19.6M, Tosymra $3.5M); patent protection to 2036/2031.
Closing expected June 30, 2023; Upsher-Smith provides transition services for up to 9 months post-close.
Deal builds commercial infrastructure ahead of potential TNX-102 SL fibromyalgia launch; aligns with TNX-1900 chronic migraine program.
Managed care contracts covering ~200M patients; products bypass GI tract, useful for migraine with nausea.

Key facts

Extracted from this filing and checked against the source text.

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

Tonix Pharmaceuticals Holding Corp. entered into Asset Purchase Agreement with Upsher Smith Laboratories, LLC valued at $15 million in cash (Cash Purchase Price) (effective 2023-06-23).

Action: entry
Agreement: asset purchase
Counterparty: Upsher Smith Laboratories, LLC
Value: $15 million in cash (Cash Purchase Price)
Effective: 2023-06-23

Exact text from the filing

On June 23, 2023, Tonix Pharmaceuticals Holding Corp, Inc. (the “ Company ”) and its wholly owned subsidiary Tonix Medicines, Inc., a Delaware corporation (“ Acquisition Sub ” and together with the Company, “ Purchaser ”), entered into that certain Asset Purchase Agreement (the “ Asset Purchase Agreement ”) with Upsher Smith Laboratories, LLC, a Minnesota limited liability company (“ Seller ”).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.7

Tonix Pharmaceuticals Holding Corp. entered into Transition Services Agreement with Upsher Smith Laboratories, LLC valued at base fees equal to $100,000 per month for the first six months, and $150,000 per months for the seve.

Action: entry
Agreement: asset purchase
Counterparty: Upsher Smith Laboratories, LLC
Value: base fees equal to $100,000 per month for the first six months, and $150,000 per months for the seve

Exact text from the filing

In connection with the Asset Purchase and of as the Closing date, Purchaser will enter into a Transition Services Agreement (the “ Transition Services Agreement ”) with Seller.

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273 material agreements filed in the last 30 days. Browse all material agreements →

Tonix Pharmaceuticals Holding Corp. filing history →

Source: SEC EDGAR

accession 0001387131-23-007787

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