Orexigen completes $73.5 million sale; directors and officers resign

By Caroline Salls

Pittsburgh, July 31 – Orexigen Therapeutics, Inc. completed the $73.5 million sale of substantially all of its assets to Nalpropion Pharmaceuticals, Inc. on July 27, according to an 8-K filed Tuesday with the Securities and Exchange Commission.

On July 26, Orexigen and Nalpropion entered into an amendment to the purchase agreement that reduced the purchase price to $73.5 million from $75 million.

The company said the amendment also creates a $5 million reserve to cover potential post-closing indemnification claims.

In addition, Orexigen said 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 its board of directors, effective on the closing date.

Lota Zoth is the company’s sole director and will serve as chairman of the board. Zoth will continue to be paid $15,000 per quarter for her service until completion of the winddown and liquidation of Orexigen, with a $15,000 retention payment to be paid to her upon completion.

Also, effective as of the closing, the company said Narachi, Thomas Cannell, Peter Flynn, Monica Forbes and Stephen Moglia resigned as officers, and Thomas Lynch was appointed chief administrative officer, general counsel, president, secretary and treasurer.

In connection with his service as the sole continuing officer, Lynch will remain an employee of the company through July 31 at his current salary and will thereafter become a consultant to Orexigen at a rate of $6,000 per week until completion of the winddown and liquidation, with a $25,000 retention payment due upon completion.

Orexigen is a San Diego-based biopharmaceutical company focused on the treatment of obesity. The company filed for bankruptcy on March 12 in the U.S. Bankruptcy Court for the District of Delaware under Chapter 11 case number 18-10518.

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