Redeemable Convertible Preferred Stock and Warrants | 3 Months Ended |
Mar. 31, 2015 |
Temporary Equity Disclosure [Abstract] | |
Redeemable Convertible Preferred Stock and Warrants | E. Redeemable Convertible Preferred Stock and Warrants |
Authorized, Issued, and Outstanding Redeemable Convertible Preferred Stock |
During February 2015, the Company amended and restated its Certificate of Incorporation to increase the number of its authorized shares of preferred stock to 112,683,000 shares with a par value of $0.0001 per share and to designate 3,200,000 shares as Series D-1 redeemable convertible preferred stock (“Series D-1 Preferred”) in addition to its previously designated and authorized preferred stock. |
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The following table summarizes authorized, issued and outstanding Series A redeemable convertible preferred stock (“Series A Preferred”), Series B redeemable convertible preferred stock (“Series B Preferred”), Series C redeemable convertible preferred stock (“Series C Preferred”), Series D Preferred, and Series D-1 Preferred as of March 31, 2015: |
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| | Authorized | | | Outstanding | | | Issue Price | | | Liquidation | | | | | | | | | |
Preference | | | | | | | | |
Series A Preferred | | | 9,705,000 | | | | 9,704,215 | | | $ | 0.4 | | | $ | 3,881,686 | | | | | | | | | |
Series B Preferred | | | 6,220,000 | | | | 6,220,000 | | | $ | 0.62 | | | | 3,856,400 | | | | | | | | | |
Series C Preferred | | | 18,558,000 | | | | 18,557,408 | | | $ | 0.78 | | | | 14,474,778 | | | | | | | | | |
Series D Preferred | | | 75,000,000 | | | | 7,258,630 | | | $ | 0.78 | | | | 5,661,731 | | | | | | | | | |
Series D-1 Preferred | | | 3,200,000 | | | | 3,200,000 | | | $ | 1.25 | | | | 4,000,000 | | | | | | | | | |
Total | | | 112,683,000 | | | | 44,940,253 | | | | | | | $ | 3,74,596 | | | | | | | | | |
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Preferred Stock Activity |
The following table summarizes redeemable convertible preferred stock activity for the three months ended March 31, 2015: |
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| | Shares of | | | | | |
| | Series A | | | Series B | | | Series C | | | Series D | | | Series D-1 | | | Total | |
Preferred | Preferred | Preferred | Preferred | Preferred |
Balance, December 31, 2014 | | | 9,704,215 | | | | 6,220,000 | | | | 18,557,408 | | | | 7,255,425 | | | | — | | | | 41,737,048 | |
Shares issued for Cowen Investment | | | — | | | | — | | | | — | | | | — | | | | 3,200,000 | | | | 3,200,000 | |
Exercise of Series D Preferred warrants | | | — | | | | — | | | | — | | | | 3,205 | | | | — | | | | 3,205 | |
Balance, March 31, 2015 | | | 9,704,215 | | | | 6,220,000 | | | | 18,557,408 | | | | 7,258,630 | | | | 3,200,000 | | | | 44,940,253 | |
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Series D-1 Redeemable Convertible Preferred Stock |
In February 2015, the Company entered into a stock purchase agreement with Cowen KP Investment LLC (“Cowen”) in which Cowen agreed to purchase and the Company agreed to sell 3,200,000 shares of the Company’s Series D-1 Preferred for $1.25 per share or an aggregate of $4 million. |
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Significant terms of the redeemable convertible preferred stock (together the “Preferred Stock”) are as follows: |
Conversion Rights |
Each share of Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred, Series D-1 Preferred (the Series D Preferred and the Series D-1 Preferred, together, the “Senior Preferred Stock”) is convertible, at the option of the holder, at any time after the date of issuance into the number of shares of common stock determined by dividing the original issue price by the conversion price upon a qualifying liquidation or capital event. The initial conversion and issue price is as follows with respect to any share of: |
· | Series A Preferred, $0.40 per share; | | | | | | | | | | | | | | | | | | | | | | | |
· | Series B Preferred, $0.62 per share; | | | | | | | | | | | | | | | | | | | | | | | |
· | Series C Preferred, $0.78 per share; | | | | | | | | | | | | | | | | | | | | | | | |
· | Series D Preferred, $0.78 per share; and | | | | | | | | | | | | | | | | | | | | | | | |
· | Series D-1 Preferred, $1.25 per share; | | | | | | | | | | | | | | | | | | | | | | | |
However, if the Company effected an initial public offering, then the Series D-1 Preferred had a conversion price per share equal to the greater of the conversion price described above, as adjusted for any event described below, or 87.5% of the initial public offering price per share. |
The initial conversion price of each share will be adjusted for stock splits, combinations, recapitalizations, reclassifications and similar events. The conversion price is subject to adjustment if the Company issues additional shares of common stock at a price less than the Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred and/or Series D-1 Preferred conversion prices in effect at the time of such issuance. |
All outstanding shares of Preferred Stock automatically convert into shares of common stock upon the closing of a Qualified Public Offering; an underwritten public offering of common stock that is not a Qualified Public Offering but that is approved by Deerfield and the Company’s board of directors (the “Board”); or the date specified by written consent or agreement of the holders of a majority of the then-outstanding shares of Preferred Stock, voting together as a separate class on an as-converted to common stock basis. A Qualified Public Offering is defined as the closing of the sale of shares of common stock to the public at a price of at least $9.375 per share in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, with at least $25 million of gross proceeds to the Company and a listing of the common stock on the NASDAQ Stock Market or the New York Stock Exchange. The Company’s IPO was a Qualified Public Offering, and, consequently, all shares of Preferred Stock converted into shares of the Company’s common stock on April 21, 2015. |
Dividend Rights |
With respect to the Company’s payment of dividends or distributions, if any, the Senior Preferred Stock ranks senior in priority to the Series C Preferred, which ranks senior in priority to the Series B Preferred, which ranks senior in priority to the Series A Preferred, which ranks senior in priority to all shares of common stock. Such dividends are payable only when, and if, declared by the Board and are noncumulative. |
Voting Rights |
The Company’s Series A Preferred, Series B Preferred, Series C Preferred, and Series D-1 Preferred are non-voting except to the extent voting rights are required by General Corporation Law of the State of Delaware. Each holder of Senior Preferred Stock is entitled to cast the number of votes equal to the number of whole shares of common stock into which the shares of Senior Preferred Stock held by such holder are convertible. Holders of Senior Preferred Stock vote together with the holders of common stock as a single class. |
Liquidation |
Upon an Event of Liquidation, subject to the prior payment of any and all amounts required under the Deerfield Convertible Notes, the Deerfield Warrant and the Term Note, the assets and funds of the Company legally available for distribution, if any, shall be distributed among the holders of common stock and Preferred Stock as follows: |
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· | Before any distribution or payment is made to any holder of common stock, Series A Preferred, Series B Preferred, or Series C Preferred, the holders of shares of the Senior Preferred Stock are entitled to be paid an amount equal to the liquidation preference amount with respect to each share of Series D Preferred. If the holders of the Senior Preferred Stock have been paid in full the liquidation preference amounts to which they are entitled, then, before any distribution or payment is made to any holder of common stock, Series A Preferred, or Series B Preferred, the holders of shares of Series C Preferred are entitled to be paid an amount equal to the liquidation preference amount with respect to each share of Series C Preferred. If the holders of Senior Preferred Stock and the Series C Preferred have been paid in full the liquidation preference amounts to which they are entitled, then, before any distribution or payment is made to any holder of common stock or Series A Preferred, the holders of shares of Series B Preferred are entitled to be paid an amount equal to the liquidation preference amount with respect to each share of Series B Preferred. If the holders of Senior Preferred Stock, the Series C Preferred, and the Series B Preferred have been paid in full the liquidation preference amounts to which they are entitled, then, before any distribution or payment is made to any holder of common stock, the holders of shares of Series A Preferred are entitled to be paid an amount equal to the liquidation preference amount with respect to each share of Series A Preferred. | | | | | | | | | | | | | | | | | | | | | | | |
· | If, upon an Event of Liquidation, holders of the Preferred Stock have been paid in full the liquidation preference amounts to which they are entitled, the remaining assets and funds of the Company legally available for distribution, if any, will be distributed among the holders of the common stock and the Preferred Stock in proportion to the shares of common stock then held by them and the shares of common stock that they have the right to acquire upon conversion of the shares of Preferred Stock. | | | | | | | | | | | | | | | | | | | | | | | |
An Event of Liquidation means (i) any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary or (ii) any Deemed Liquidation Event. A Deemed Liquidation Event means (i) any merger, consolidation or share exchange transaction in which the Company is a party and the Company issues shares of its capital stock pursuant to such merger or consolidation (except any such merger, consolidation or share exchange involving the Company in which the shares of capital stock of the Company outstanding immediately prior to such merger, consolidation or share exchange continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of the surviving or resulting corporation) or (ii) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company of all or substantially all the assets or capital stock of the Company. |
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As a result of the existence of the deemed liquidation feature, the Company determined that all series of Preferred Stock are redeemable upon the occurrence of a deemed liquidation event. They are carried at initial fair value at each reporting period and excluded from stockholders’ deficit in the accompanying balance sheets. If the occurrence of a deemed liquidation event becomes probable, all series of the Preferred Stock will be adjusted to liquidation value during that period. |
Senior Preferred Stock Protective Provisions |
The Company cannot take any of the following actions without the written consent or affirmative vote of the holders of at least a majority of the issued and outstanding shares of Senior Preferred Stock, which majority must include Deerfield: |
· | liquidate, dissolve or wind up the business of the Company, or effect any merger or consolidation or any other Deemed Liquidation Event; | | | | | | | | | | | | | | | | | | | | | | | |
· | amend, alter or repeal any provision of the Amended and Restated Certificate of Incorporation or Bylaws in a manner that adversely affects the holders of Senior Preferred Stock; | | | | | | | | | | | | | | | | | | | | | | | |
· | create or issue shares of any additional class of capital stock unless the same ranks junior to the Senior Preferred Stock with respect to distributions upon an Event of Liquidation, the payment of dividends, and rights of redemption; | | | | | | | | | | | | | | | | | | | | | | | |
· | increase the authorized number of shares of Senior Preferred Stock or increase the authorized number of shares of any other class of capital stock unless the same ranks junior to the Senior Preferred Stock with respect to distributions upon an Event of Liquidation, the payment of dividends, and rights of redemption; | | | | | | | | | | | | | | | | | | | | | | | |
· | issue any shares of Senior Preferred Stock other than as contemplated by the Deerfield Facility Agreement, the Deerfield Convertible Notes or the Deerfield Warrant; | | | | | | | | | | | | | | | | | | | | | | | |
· | reclassify, alter or amend any existing security of the Company (i) that is pari passu with the Senior Preferred Stock with respect to distributions payable upon an Event of Liquidation, the payment of dividends or rights of redemption, if such reclassification, alteration or amendment would render such other security senior to the Senior Preferred Stock with respect to any such right, preference, or privilege or (ii) that is junior to the Senior Preferred Stock with respect to distributions payable upon an Event of Liquidation, the payment of dividends or rights of redemption, if such reclassification, alteration or amendment would render such other security senior to or pari passu with the Senior Preferred Stock with respect to any such right, preference or privilege; | | | | | | | | | | | | | | | | | | | | | | | |
· | declare, pay, or make any dividends or other distributions to any holders of common stock, Series A Preferred, Series B Preferred, Series C Preferred, or any other capital stock that is junior to the Senior Preferred Stock with respect to the payment of dividends or distributions, or to any holders of shares of a class of capital stock issued following the Senior Preferred Stock original issue date that is pari passu to the Senior Preferred Stock with respect to the payment of dividends; | | | | | | | | | | | | | | | | | | | | | | | |
· | purchase, redeem, or otherwise acquire any shares of common stock, Series A Preferred, Series B Preferred, Series C Preferred, or any other capital stock that is junior to the Series D Preferred, or to any holders of shares of a class of capital stock issued following the Senior Preferred Stock original issue date that is pari passu to the Senior Preferred Stock; provided, however, that the approval by the Senior Preferred Stock and Deerfield is not required for: (1) shares repurchased from former employees, consultants, or directors of the Company in accordance with restricted stock purchase agreements with such employees, consultants, or directors entered into with Board approval, (2) the repurchase of up to $100,000 of additional shares, in the aggregate, of such junior or pari passu classes or series of capital stock, and (3) redemptions of the Senior Preferred Stock as expressly authorized in the Certificate of Incorporation; or | | | | | | | | | | | | | | | | | | | | | | | |
· | increase or decrease the authorized number of directors constituting the Board. | | | | | | | | | | | | | | | | | | | | | | | |
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Warrants |
As of March 31, 2015, outstanding warrants to purchase the Company’s Series D Preferred were as follows: |
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Issuance Date | | Number of | | | Exercise | | | | | | | | | | | | | | | | | |
Underlying | Price | | | | | | | | | | | | | | | | |
Shares | | | | | | | | | | | | | | | | | |
2013 | | | 1,076,248 | | | $ | 0.78 | | | | | | | | | | | | | | | | | |
2014 | | | 14,423,076 | | | $ | 0.78 | | | | | | | | | | | | | | | | | |
| | | 15,499,324 | | | | | | | | | | | | | | | | | | | | | |
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The following table summarized the Company’s Series D Preferred warrant activity for the three months ended March 31, 2015: |
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| | Number of | | | | | | | | | | | | | | | | | | | | | | |
Underlying | | | | | | | | | | | | | | | | | | | | | | |
Shares | | | | | | | | | | | | | | | | | | | | | | |
Beginning balance at December 31, 2014 | | 15,502,529 | | | | | | | | | | | | | | | | | | | | | | |
Less: Series D Preferred warrants exercised | | 3,205 | | | | | | | | | | | | | | | | | | | | | | |
Ending balance at March 31, 2015 | | 15,499,324 | | | | | | | | | | | | | | | | | | | | | | |
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During 2013, the Company issued $3.8 million of convertible notes and the warrants (the “2013 Warrants”) to purchase 1,079,453 shares of equity securities in a future financing meeting specified criteria (a “Qualified Financing”) (Note C). The 2013 Warrants allow the holders to purchase shares of the same class and series of equity securities issued in the Qualified Financing for an exercise price equal to the per share price paid by the purchasers of such equity securities in the Qualified Financing. When the Company entered into the Deerfield Facility Agreement, the 2013 Warrants became warrants to purchase 1,079,453 shares of Series D Preferred. The 2013 Warrants, if unexercised, expire on the earlier of June 2, 2019 or upon a liquidation event. |
On June 2, 2014, pursuant to the terms of the Deerfield Facility Agreement, the Company issued the Deerfield Warrant to purchase 14,423,076 shares of Series D Preferred (Note C). The Company recorded the fair value of the Deerfield Warrant as a debt discount and a warrant liability. The Deerfield Warrant, if unexercised, expires on the earlier of June 2, 2024 or upon a liquidation event. The Company is amortizing the debt discount to interest expense over the term of the Term Notes and the Deerfield Convertible Notes. |
The Company determined that the 2013 Warrants and Deerfield Warrant should be recorded as a liability and stated at fair value at each reporting period. Changes to the fair value of the warrant liability are recorded through the statements of operations as a fair value adjustment (Note H). |
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