Item 1.01 Entry into a Material Definitive Agreement.
The information set forth below in Item 2.01 in this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.01.
Item 1.03 Bankruptcy or Receivership.
The information set forth below in Item 2.01 in this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.03.
Item 2.01 Completion of Acquisition or Disposition of Assets.
As previously disclosed, on December 19, 2023, Impel Pharmaceuticals Inc. (the “Company”) and Impel NeuroPharma Australia PTY LTD, its wholly-owned subsidiary (collectively, the “Company Parties”), filed voluntary petitions under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the Northern District of Texas (the “Bankruptcy Court”), thereby commencing Chapter 11 cases for the Company Parties (the “Chapter 11 Cases”).
In connection with the Chapter 11 Cases, on December 18, 2023, the Company entered into a “stalking horse” asset purchase agreement (the “Stalking Horse APA”) with JN Bidco LLC (the “Bidder”) to sell substantially all of the assets of the Company (the “Company Assets,” and such sale, the “Asset Sale”) for (i) $17,500,000 in cash at the closing of the transactions and (ii) an additional amount in cash based on certain net sales and licensing fees generated by certain of the Company Assets, subject to approval by the Bankruptcy Court and other agreed-upon conditions.
On February 1, 2024, the Bankruptcy Court entered an order authorizing the Asset Sale pursuant to the terms of the Stalking Horse APA.
On February 12, 2024, the Company and the Bidder closed the Asset Sale contemplated by the Stalking Horse APA, thereby completing the disposition of the Company Assets.
The foregoing description of the Stalking Horse APA in this Current Report on Form 8-K does not purport to be complete and is subject and qualified in its entirety by reference to the full text of the Stalking Horse APA, which is attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 20, 2023 and is incorporated herein by reference.
Item 5.02 Departure of Directors and Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the closing of the Asset Sale, Len Paolillo departed as the Company’s Interim Chief Executive Officer on February 12, 2024. In connection with his resignation, Mr. Paolillo entered into a consulting agreement with the Company, effective as of February 13, 2024 (the “Consulting Agreement”), pursuant to which Mr. Paolillo will assist with the transition of his role and provide advisory services to the Company through June 30, 2024 (such period, the “Consulting Period”). Pursuant to the terms of the Consulting Agreement, Mr. Paolillo will be entitled to a consulting rate of $500.00 per hour during the Consulting Period.