Table of Contents
Notes to Consolidated Financial Statements (Continued)
10. Capitalization (Continued)
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.
Class D Preferred Stock Issuance
September 3, 2015, the Company entered into a Class D Stock Purchase Agreement pursuant to which the Company issued and sold an aggregate of
3,093,092 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.
the Company were to receive gross proceeds of $500,000 or more from the issuance or sale of any equity securities to PBM or another third party, any time prior to January 31,
2016, (a "PBM Qualified Financing"), the Class B Note would automatically convert, at the price per share paid by the investors in the PBM Qualified Financing, into the class of equity
securities sold in the PBM Qualified Financing.
the Company completed a financing that was not considered a PBM Qualified Financing any time prior to January 31, 2016, PBM, at its option, could convert the Class B
Note, at the price per share paid by the investors in such a financing transaction, into the class of equity securities sold in the financing transaction.
PBM, at its option, could elect to convert the Class B Note at any time prior to the earlier of the maturity date or the closing of a PBM Qualified Financing, into
shares of the Company's Class B-1 preferred stock at a conversion price of $2.47 per share. Finally, if not earlier converted, The
Class B Note would automatically convert into shares of the Company's Class B-1 preferred stock at a conversion price of $2.47 per share at maturity.
Company recorded the Class B Note in accordance with the guidance found in ASC 470-20. The conversion feature in the Class B Note qualifies for the exception from
derivative accounting in accordance with ASC 815-40. The Company therefore allocated the $500,000 in proceeds received from PBM to the Class B Note, the Class B Option and the contingent
Class B-1 Milestone shares based on their relative fair values.