Report of Foreign Issuer (6-k)
30 1월 2020 - 6:15AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange
Act of 1934
For the Month of: January 2020
Commission File Number: 001-37847
MOTIF BIO PLC
(Exact name of registrant as specified in its charter)
125 Park Avenue
25th Floor
New York, New York 10017
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1): ___
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7): ___
MOTIF BIO PLC
FORM 6-K
Corporate
Update
On January 28, 2020, Motif Bio
plc (the “Company”) issued a regulatory news service announcement to provide an update on recent corporate developments
following the General Meeting held on 14 November 2019 (the “General Meeting”). A copy of the regulatory news service
announcement is attached herein as Exhibit 99.1.
Agreement with Hercules Capital, Inc.
The Company and its wholly owned
subsidiary, Motif BioSciences Inc. (“Motif Inc.”), have entered into a loan Amendment and Release agreement with Hercules
Capital Inc. ("Hercules"), the senior secured lender to Motif Inc., regarding certain actions which fully satisfy the
conditions attached to the Company’s previously announced agreement in principle with Hercules (the “Hercules Agreement”).
Pursuant to the terms of the Hercules Agreement:
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1.
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Hercules is relinquishing the loan guarantee provided by the Company and relieving Motif Bio plc
of any future obligations to Hercules related to the November 2017 Hercules Loan to Motif Inc. (the “Loan Agreement”).
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2.
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Motif Inc. has granted Hercules a perfected security interest in all of its intellectual property.
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3.
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To facilitate the wind down of Motif Inc. and potential sale of iclaprim related assets, Hercules
has agreed with Motif Inc. to certain forbearance provisions under the Loan Agreement through to June 2020.
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The terms of the Hercules Agreement are effective immediately, except for provisions of a release
that relate to the pledge of Motif Bio’s interest in Motif Inc. which will become effective no later than 10 May 2020, being
approximately 100 days after Hercules’s security interest in all of the intellectual property of Motif Inc. is perfected,
provided that no voluntary or involuntary bankruptcy filing has occurred with respect to Motif Bio or Motif Inc.
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5.
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Consistent with the resolutions passed at the General Meeting, the Company granted to Hercules
warrants over 24,267,408 ordinary shares and warrants over 97,069,633 ordinary shares which aggregate to 121,337,041 ordinary shares
of 0.01 pence (“Ordinary Shares”), representing a total of 25 per cent of the Company's outstanding share capital (the
“Hercules Warrants”). The Hercules Warrants will expire on 27 January 2025 and have an exercise price of 0.42 pence,
which is consistent with the placing price of the Company’s Conditional Placing, which was announced on 2 October 2019.
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6.
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Motif Inc. has ceased all operations and has engaged Tamarack Associates to facilitate the sale
of iclaprim and other assets of Motif Inc. In spite of a comprehensive outreach program, no transaction is currently pending for
the sale of Motif Inc.’s assets and there is no assurance that there will be a transaction to monetize the assets.
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7.
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Consistent with the wind-down of operations of Motif Inc. and potential future sale of its assets,
John Palmer of Tamarack Associates is being appointed as sole Executive Officer of Motif Inc. and Bernadette Barron of Barron Business
Consultants is being appointed as the sole, independent non-executive officer of Motif Inc. Concurrent with these appointments,
Graham Lumsden, Jonathan Gold, and David Huang have resigned as officers of Motif Inc. and Graham Lumsden has resigned as director
of Motif Inc.
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8.
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Consistent with the information provided in the circular dated 25 October 2019, current directors
have agreed to forfeit their outstanding vested and non-vested options. Graham Lumsden is voluntarily forfeiting 8,148,800 vested
and non-vested options, Jonathan Gold is voluntarily forfeiting 1,330,941 vested and non-vested options, and Bruce Williams is
voluntarily forfeiting 422,118 vested and non-vested options.
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9.
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Consistent with the information provided in the circular dated 25 October 2019, former directors
Dr. Craig Albanese, Charlotta Ginman, Zaki Hosny, Dr. Mary Lake Polan, and Andrew Powell have forfeited their previously outstanding
vested and non-vested options. In exchange for their forfeiture of their previously agreed Board fees, the Company is issuing to
each of the above named former directors options over 1,200,000 ordinary shares at an exercise price of 0.24 pence (being the closing
price on the date of execution of the Hercules agreement).
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Reclassification as a Rule 15 Cash Shell
Following the execution of the
Hercules Agreement, the Company will be reclassified as an AIM Rule 15 cash shell with immediate effect. As such, the Company will
be required to make an acquisition which constitutes a reverse takeover under the AIM Rules within six months, failing which the
Company's ordinary shares would be suspended from trading on AIM pursuant to AIM Rule 40.
The Company’s Directors
are focused on sourcing an appropriate reverse takeover candidate for Motif Bio. There is no assurance that the effort will be
successful to source and/or complete a reverse takeover transaction. The Company’s Directors will provide shareholders with
further updates as appropriate.
Current Financial Position
Motif Bio’s cash balance
was approximately £0.4 million as at 27 January 2020 and the Company currently has sufficient working capital to May 2020.
As such, the Directors continue to impose disciplined cost controls and the Company is maintaining very limited operations.
Exhibits
Signatures
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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MOTIF BIO PLC
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By:
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/s/ Graham Lumsden
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Name:
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Graham Lumsden
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Title:
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Chief Executive Officer
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Date: January 29, 2020
Motif Bio (NASDAQ:MTFB)
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