SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 31, 2012
(Exact name of registrant as specified in its charter)
(Commission File Number)
3929 Westpoint Blvd., Suite G
Winston-Salem, NC 27103
(Address of principal executive offices, with zip code)
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Item 1.01 Entry into a Material Definitive Agreement
Consent and Amendment Agreement
On December 31, 2012, Tengion, Inc. (the “Company”) entered into a Consent and Amendment Agreement (the “Amendment”) with investors (the “Investors”) in the Company’s private placement completed on October 2, 2012 (the “October 2012 Financing”). Pursuant to the Amendment, the Investors agreed to extend the interest payments which were due on January 1, 2013 under the convertible notes issued in the October 2012 Financing to February 1, 2013. The aggregate amount of the interest payments is $369,992.48, which amount will continue to accrue interest at the rate of ten percent (10%) per annum.
Additionally, the Amendment amends the registration rights agreement between the Company and the Investors entered into in connection with the October 2012 Financing to extend the deadline to register the shares underlying the convertible notes and warrants issued in the October 2012 Financing from December 31, 2012 to January 30, 2013, a date that is 120 days following the issuance of the convertible notes and warrants.
The foregoing description of the Amendment is qualified in its entirety by reference thereto, filed as Exhibit 10.1 this Form 8-K, and is incorporated herein by reference.
2011 Warrant Exchange
On December 31, 2012, the Company commenced an offer to the holders (the “Holders”) of warrants dated March 1, 2011 to purchase common stock, $0.001 par value per share (the “Common Stock”), of the Company issued pursuant to that Securities Purchase Agreement dated March 1, 2011 (the form of such warrants as filed as Exhibit 4.1 to the Company’s report on Form 8-K, filed on March 1, 2011, and incorporated herein by reference, the “2011 Warrants”) to amend and restate the 2011 Warrants. On December 31, 2012, the Company executed exchange agreements (the “Exchange Agreements”) with two Holders: Deerfield Special Situations International Master Fund L.P. and Deerfield Special Situations Fund, LP to exchange their 2011 Warrants for amended and restated warrants (“Amended and Restated Warrants”).
Pursuant and subject to the Exchange Agreements, which generally govern the process of the exchange, the Holders executing the Exchange Agreements will exchange the 2011 Warrants held by each of them for Amended and Restated Warrants that provide for the following amendments:
The Company has offered to exchange the 2011 Warrants for Amended and Restated Warrants for all Holders and will enter into Exchange Agreements and Amended and Restated Warrants with such Holders who accept such offer. Pursuant to the Exchange Agreement, the Company is required to offer to all Holders who enter into such agreement the right to exchange their Amended and Restated Warrant for any other warrant that the Company exchanges for the 2011 Warrant with any holder thereof.
Prior to the October 2012 Financing, the Holders of 2011 Warrants had the right in the aggregate to purchase 1,046,102 shares of common stock at an exercise price of $28.80 per share. If all Holders execute the Exchange Agreements and receive Amended and Restated Warrants, such Holders will have the right in the aggregate to purchase 27,388,851 shares of common stock at an exercise price of $1.10.
The foregoing description of the Amended and Restated Warrant, which is filed as Exhibit 4.1 to this Form 8-K, is qualified in its entirety by reference thereto, and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.