SHARES COVERED BY THIS PROSPECTUS
This prospectus covers the resale of up to 9,392,198 Covered Shares issued by us to the Selling Stockholders, as described below.
Merger Shares
On November 3, 2017,
Cempra, Inc. (Cempra) completed its business combination with Melinta Therapeutics, Inc. (Old Melinta) in accordance with the terms of the Merger Agreement. On November 3, 2017, pursuant to the Merger Agreement, the
merger subsidiary of Cempra, Inc. merged with and into Old Melinta, with Old Melinta surviving the merger and becoming a wholly owned subsidiary of Cempra (the Merger). Concurrently with the effectiveness of the Merger, Cempra changed
its name to Melinta Therapeutics, Inc. and Old Melinta changed its name to Melinta Subsidiary Corp.
At the effective time of the Merger,
each outstanding share of Old Melintas common stock (including shares of Old Melinta common stock to be issued on conversion of Old Melintas outstanding convertible promissory notes and preferred stock, including convertible promissory
notes and preferred stock held by Vatera) was converted into the right to receive Common Stock in an amount equal to the exchange ratio calculated pursuant to the Merger Agreement (the Exchange Ratio). Vatera, in accordance with the
exchange of its shares pursuant to the Exchange Ratio and under the terms of the Merger Agreement, received 6,729,459 shares of Common Stock, after giving effect to a 5-to-1 reverse stock split with respect to the Common Stock effectuated in
connection with the closing of the Merger. The 6,729,459 shares of Common Stock are the Merger Shares covered by this prospectus.
Concurrently with the execution of the Merger Agreement, certain Melinta stockholders, including Vatera, entered into a voting and lock-up
agreement with Cempra, dated August 8, 2017 (the Lock-up Agreement). The Lock-Up Agreement provides for, among other things, a 180-day lock-up on the sale or other disposition of the Merger Shares.
Commitment Shares
In connection with the
Acquisition, Melinta entered into the Vatera Commitment Letter, pursuant to which Vatera committed to purchase 2,000,000 shares of Common Stock for a purchase price per share of $13.50, representing 90% of the closing price of the Common Stock on
November 28, 2017, the date on which the Vatera Commitment Letter was executed. Vatera assigned the right to purchase 222,222 of these shares to its affiliate VHPM. The 2,000,000 shares of Common Stock are the Commitment Shares covered by this
prospectus.
Commitment Option Shares
Under the Vatera Commitment Letter, Melinta granted Vatera an option (the Purchase Option), exercisable in Vateras sole
discretion, to purchase for itself and/or its affiliates up to $10,000,000 of Common Stock at a price per share of $15.08886, representing 90% of the volume weighted average price of the Common Stock for the trailing ten (10) trading day period
ending three (3) trading days prior to closing of the transactions contemplated by the Purchase Agreement. On January 3, 2018, Vatera exercised the Purchase Option in full, representing 662,739 shares of Common Stock and thereafter
assigned the right to purchase 33,137, 314,801 and 314,801 shares of Common Stock, respectively, to each of JWC, Falcon Flight and M Participations. The 662,739 shares of Common Stock are the Commitment Option Shares covered by this prospectus.
Registration Rights Agreement
In
connection with the closing of the Merger, the Company entered into the Registration Rights Agreement, pursuant to which the Company is obligated to file, within 90 calendar days from the date of execution of the
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