Entry into a Material Definitive Agreement
As previously reported, on March 12, 2018, Orexigen Therapeutics, Inc. (the Company) filed a voluntary petition for bankruptcy
protection under Chapter 11 of Title 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court) (Case No. 18-10518).
As previously reported, on April 23, 2018, the Company entered into an asset purchase agreement (the Agreement) with
Nalpropion Pharmaceuticals, Inc. (the Purchaser), pursuant to which the Purchaser agreed to acquire substantially all of the assets and assume certain liabilities of the Company for an aggregate purchase price of $75,000,000 (the
Acquisition). On June 23, 2018, the Bankruptcy Court approved an order authorizing the Acquisition with the Purchaser pursuant to the Acquisition Agreement.
On July 26, 2018, the Company and the Purchaser entered into an amendment to the Agreement (the Amendment). The Amendment
reduces the aggregate purchase price to $73,500,000 and creates a $5,000,000 reserve to cover potential post-closing indemnification claims by the Purchaser. Other than as expressly modified pursuant the Amendment, the Agreement (previously filed as
Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on April 24, 2018) remains in full force and effect.
The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text
of the Amendment attached as Exhibit 2.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
Completion of Acquisition or Disposition of Assets.
On July 27, 2018, the Company and the Purchaser completed the Acquisition (the Closing). With the Closing, the Company
completed the disposition of substantially all of its assets.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Effective as of the Closing, Patrick J. Mahaffy, Michael A. Narachi,
Louis C. Bock, Brian H. Dovey, David J. Endicott, Peter K. Honig and Deborah A. Jorn resigned as members of the board of directors (the Board) of the Company. Lota Zoth is the Companys sole director and will serve as Chair of the
Board. Ms. Zoth will continue to be compensated at $15,000 per quarter for her service (consistent with the Companys current Board compensation) until completion of the wind-down and liquidation of the Company, with a $15,000 retention
payment to be paid to her upon completion.
Effective as of the Closing, Michael A. Narachi, Thomas Cannell, Peter Flynn, Monica Forbes
and Stephen Moglia resigned as officers of the Company. In addition, effective as of the Closing, Thomas Lynch was appointed Chief Administrative Officer, General Counsel, President, Secretary and Treasurer. In connection with his service as the
sole continuing officer of the Company, Mr. Lynch will remain an employee of the Company through July 31, 2018 at his current salary and will thereafter become a consultant to the Company at a rate of $6,000 per week until completion of
the wind-down and liquidation of the Company, with a $25,000 retention payment to be paid to him upon completion.
Regulation FD Disclosure.
On July 30, 2018, the Company filed its monthly operating report with the Bankruptcy Court for the reporting period of June 1, 2018
to June 30, 2018 (the Monthly Operating Report), a copy of which is attached hereto as Exhibit 99.1
Regarding Trading in the Companys Securities
The Companys securityholders are cautioned that trading in the
Companys securities during the pendency of the Chapter 11 process will be highly speculative and will pose substantial risks. Trading prices for the Companys securities may bear little or no relationship to the actual recovery, if any,
by holders thereof in the Companys Chapter 11 process. Accordingly, the Company urges extreme caution with respect to existing and future investments in its securities.