Table of Contents
Notes to Consolidated Financial Statements (Continued)
10. Capitalization (Continued)
Class B-1, B-2, C and D preferred shares will automatically convert, on a one-for-one basis, into common stock upon a Qualified IPO or the affirmative vote of the holders of
a majority of the issued and outstanding shares of Class B-1, B-2, C and D preferred stock.
Company's certificate of incorporation and the related Class B and C financing documents reference the legal form of the Class B-1, B-2 C and D preferred shares as
"common stock." For GAAP purposes, the Class B-1, B-2, C and D shares have been classified as preferred stock due to the preferential distributions that may be received by the holders of such
Class B-1 and B-2 Preferred Stock
On January 30, 2014, the Company entered into a Convertible Note and Class B Stock Purchase Agreement (the "Class B Purchase Agreement")
with PBM Capital Investments, LLC ("PBM"). Under the Class B Purchase Agreement, the Company sold to PBM a $500,000 convertible promissory note (the "Class B Note") (see
Note 11) and granted PBM an option (the "Class B Option") to purchase 809,385 shares of Class B-1 preferred stock at a purchase price of $2.47 per share and a warrant (the
"Class B-2 Warrant") to purchase 130,623 shares of Class B-2 preferred stock at $2.57 per share (the "Class B Stock Closing"). To exercise the Class B Option, PBM was
required to provide written notice of its intent on or before February 28, 2014 after which date the Class B Option would terminate.
After the Class B Stock Closing, the Company also agreed to sell and PBM agreed to purchase, on the same terms and conditions, 1,011,731 additional shares of Class B-1
preferred stock (the "Class B-1 Milestone Shares") and a warrant to purchase 163,278 additional shares of Class B-2 preferred stock (the "Milestone Warrant") on the same terms and
conditions. The Class B-1 Milestone Shares were to be sold and the Milestone Warrant was to be issued within ten days of the date that 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.
On February 27, 2014, PBM provided notice of its intent to exercise the Class B Option. On March 7, 2014, the Company issued to PBM 1,011,731 shares of
Class B-1 preferred stock at $2.47 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 130,623 shares of Class B-2 preferred stock at an exercise price of $2.57 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.