Table of Contents
Notes to Consolidated Financial Statements (Continued)
10. Capitalization (Continued)
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").
At closing, Deerfield purchased 504,478 shares of Class C preferred stock at a price of $3.96 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 126,991 shares of Class C preferred stock at a conversion
price of $3.96 per share.
At closing, Roche purchased 630,606 shares of Class C preferred stock at a purchase price of $3.96 per share.
After the initial closing, the Company agreed to sell, and Deerfield and Roche each agreed to purchase, an aggregate of 551,472 additional shares of Class C preferred stock at a
purchase price of $4.53 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
Class C Milestone Event occurred in March 2015 and on March 17, 2015, the Class C Milestone Shares were purchased by Deerfield and Roche in exchange for an
aggregate purchase price of $5,000,020 in cash (unaudited).
Class D Preferred Stock Issuance (unaudited)
On September 3, 2015, the Company entered into a Class D Stock Purchase Agreement pursuant to which the Company issued and sold an aggregate of
3,093,104 shares of Class D preferred stock at a price per share of $21.01 for an aggregate of $64,787,549, net of issuance costs.
11. Convertible Notes
Class B Note
January 30, 2014, the Company entered into the Class B Purchase Agreement with PBM (see Note 10). Under the Class B Purchase
Agreement, the Company sold to PBM a $500,000 convertible promissory note (the "Class B Note") and granted PBM the Class B Option. The Class B Note had a stated maturity of
January 31, 2016 and accrued interest at 8% per annum. The Class B Note could not be prepaid without the prior written consent of PBM.