Tonix Pharmaceuticals Holding Corp. (TNXP): M&A transaction — Tonix completes $25M acquisition of two marketed migraine products from Upsher-Smith

Tonix Pharmaceuticals Holding Corp.

Paid $22M total: $12M at closing, $3M deferred, $10M for inventory; products generated ~$23M in 2022 sales.
Zembrace SymTouch (sumatriptan injection) and Tosymra (sumatriptan nasal spray) both FDA-approved for acute migraine.
Transition services agreement: $100K/mo for 6 months, $150K/mo for months 7-9, plus up to $150K/mo per service category.
Zembrace patent protection to 2036; Tosymra patent to 2031; builds commercial infrastructure for potential TNX-102 SL launch.
Acquisition complements Tonix's TNX-1900 intranasal oxytocin program for migraine prevention.

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Tonix Pharmaceuticals Holding Corp. completed an acquisition involving Upsher Smith Laboratories, LLC for $15 million in cash, $12 million of which was paid at Closing and $3 million of which is payable...and $10 million in cash at Closing to acquire certain Busines (closed 2023-06-30).

Action: acquisition
Counterparty: Upsher Smith Laboratories, LLC
Consideration: $15 million in cash, $12 million of which was paid at Closing and $3 million of which is payable...and $10 million in cash at Closing to acquire certain Busines
Closing: 2023-06-30

Exact text from the filing

to the Business and assumed certain liabilities of Seller. The closing (“Closing”) occurred on June 30, 2023. As consideration for the Asset Purchase, Purchaser paid to Seller $15 million in cash, $12 million of which was paid at Closing and $3 million of which is payable on the earlier of March 2024 and the completion of the transition services to be provided by

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

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 (effective 2023-06-30).

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
Effective: 2023-06-30

Exact text from the filing

On June 30, 2023, in connection with the Asset Purchase, as defined below, Tonix Medicines, Inc., a Delaware corporation (“ Acquisition Sub ”), a wholly-owned subsidiary of Tonix Pharmaceuticals Holding Corp, Inc. (the “ Company ”, and together with Acquisition Sub, the “ Purchaser ”), entered into a Transition Services Agreement (the “ Transition Services Agreement ”) with Upsher Smith Laboratories, LLC, a Minnesota limited liability company (“ Seller ”).

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31 m&a transactions filed in the last 30 days. Browse all m&a transactions →

Tonix Pharmaceuticals Holding Corp. filing history →

Source: SEC EDGAR

accession 0001387131-23-008172

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