Table of Contents
Notes to Consolidated Financial Statements (Continued)
10. Capitalization (Continued)
February 27, 2014, PBM provided notice of its intent to exercise the Class B Option. On March 7, 2014, the Company issued to PBM 733,138 shares of
Class B-1 preferred stock at $3.41 per share in exchange for $2,000,000 of cash and the conversion of the Class B Note. In conjunction with the purchase of the Class B-1 preferred
stock, the Company also issued the Class B-2 Warrant to PBM to purchase 94,655 shares of Class B-2 preferred stock at an exercise price of $3.55 per share.
April 2015, the Company certified that the data and safety monitoring board appointed by the FDA had approved the dosing of the 7th patient in the Company's
Phase 1 clinical trial. As a result, on May 4, 2015, the Company issued the Class B-1 Milestone Shares and the Milestone Warrant to PBM in exchange for $2,500,000 of cash.
Class B-2 Warrant and the Milestone Warrant may be exercised by the holder, in whole or in part, upon the payment of the exercise price in cash. The Class B-2 Warrant
and the Milestone
Warrant terminate upon the earliest to occur of (a) the 10 year anniversary of their issuance date or (b) a liquidation event, as defined therein.
Class C Preferred Stock
August 11, 2014, the Company entered into a Class C Stock Purchase Agreement with Deerfield Private Design Fund III ("Deerfield") and Roche
Finance Ltd ("Roche").
closing, Deerfield purchased 365,564 shares of Class C preferred stock at a price of $5.471 per share and converted the original principal amount and accrued and unpaid
interest on a secured promissory note dated June 20, 2014 (see Note 11) in the original principal amount of $500,000 into 92,023 shares of Class C preferred stock at a conversion
price of $5.471 per share.
closing, Roche purchased 456,961 shares of Class C preferred stock at a purchase price of $5.471 per share.
the initial closing, the Company agreed to sell, and Deerfield and Roche each agreed to purchase, an aggregate of 399,618 additional shares of Class C preferred stock at a
purchase price of $6.256 per share (the "Class C Milestone Shares") upon the later to occur of the following milestones (the "Class C Milestone Event"):
15 days of the date upon which the Company notifies both Deerfield and Roche that the dosing of the 6th patient in the
Phase 1 clinical trial has occurred; or
second business day of the calendar month immediately following notification of the dosing of the 6th patient in the Phase 1
Deerfield nor Roche was required to purchase any Class C Milestone Shares if either (A) the 6th patient was not dosed by April 15, 2015
or as of or prior to April 15, 2015, the clinical trial had been stopped, suspended or put on partial or complete hold for patient safety reasons. Either Deerfield or Roche was permitted, at
their sole discretion, to purchase their portion of the Class C Milestone
Shares at any time, irrespective of the occurrence of a Class C Milestone Event, by providing 5 days written notice.