Stockholder's Equity and Derivative Liability | 9 Months Ended |
Mar. 31, 2015 |
Stockholder's Equity and Derivative Liability | |
Stockholder's Equity and Derivative Liability | |
4. Stockholder’s Equity and Derivative Liability |
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Warrants |
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On February 4, 2014, ContraVir entered into a securities purchase agreement with accredited investors for gross proceeds of $3,225,000 in a private placement and incurred expenses of approximately $15,000 related to this placement. The Company sold 9,485,294 units to the investors with each unit consisting of one share of our common stock and one warrant to purchase an additional one half share of our common stock. The purchase price paid by the investor was $0.34 for each unit. The warrants expire after six years and are exercisable at $0.37 per share. Based upon the criteria contained in ASC Topic 815-40, the Company has determined that the warrants issued in connection with this financing transaction must be recorded as derivative liabilities upon issuance and marked to market on a quarterly basis in the Company’s statement of operations. Upon the issuance of these warrants the fair value of $879,557 was recorded as derivative liability warrants. |
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On August 20, 2014, ContraVir consummated its offer (the “Offer”) to exchange an aggregate 4,742,648 outstanding common stock purchase warrants (the “Warrants”) owned by the February 4, 2014 investors in the Company for an aggregate 3,794,118 shares of restricted common stock. The Warrants were revalued on August 20, 2014, immediately prior to conversion increasing the liability by $387,898 to $4,863,243 which was recorded on the change in fair value of derivative instruments- warrants on the statement of operations. The liability was extinguished when the restricted shares were issued that had a fair value of $4,552,924 (using $1.20 per share, which was the stock price on August 20, 2014) by recording the offset to additional paid in capital. |
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The following table sets forth the components of changes in the ContraVir’s derivative financial instruments liability balance for the periods indicated: |
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Date | | Description | | Warrants | | Derivative | | | | | | |
Instrument | | | | | |
Liability | | | | | |
7/1/14 | | Balance of derivative financial instruments liability | | 4,742,648 | | $ | 4,475,345 | | | | | | |
| | Change in fair value of warrants immediately prior to conversion, recognized as change in fair value of derivative instruments- warrants in the statement of operations | | — | | 387,898 | | | | | | |
| | Amounts reclassified to additional paid-in capital | | 4,742,648 | | (4,863,243 | ) | | | | | |
3/31/15 | | Balance of derivative financial instruments liability | | — | | $ | — | | | | | | |
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ContraVir’s warrants contained a price protection clause which variable term required the Company to use a binomial model to determine fair value. The range of assumptions used to determine the fair value of the warrants on August 20, 2014 was as follows: |
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| | August 20, 2014 | | | | | | | | | | |
Estimated fair value of ContraVir common stock | | $ | 1.20 | | | | | | | | | | |
Expected warrant term (years) | | 5.46 years | | | | | | | | | | |
Risk-free interest rate | | 1.75 | % | | | | | | | | | |
Expected volatility | | 88 | % | | | | | | | | | |
Dividend yield | | — | | | | | | | | | | |
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In the Binomial model, the assumption for estimated fair value of the stock was based on a Black-Scholes based apportionment of the unit price paid for the shares and warrants issued in ContraVir’s recent private placement, which resulting stock prices were deemed to be arms-length negotiated prices. Because the ContraVir has a limited trading history in its common stock, the Company based expected volatility on that of comparable public development stage biotechnology companies. The warrants have a transferability provision and based on guidance provided in SAB 107 for instruments issued with such a provision, ContraVir used the full contractual term as the expected term of the warrants. The risk free rate is based on the U.S. Treasury security rates for maturities consistent with the expected remaining term of the warrants. |
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ContraVir Fair Value Measurements |
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The following table presents the Company’s liabilities that are measured and recognized at fair value on a recurring basis classified under the appropriate level of the fair value hierarchy as of June 30, 2014. There are no such derivative liabilities as of March 31, 2015. |
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Description | | Balance as of | | Quoted Prices | | Significant | | Significant | |
June 30. 2014 | in Active | Other | Unobservable |
| Markets for | Observable | Inputs |
| Identical | Inputs | (Level 3) |
| Assets and | (Level 2) | |
| Liabilities | | |
| (Level 1) | | |
Derivative liabilities related to Warrants | | $ | 4,475,345 | | $ | — | | $ | — | | $ | 4,475,345 | |
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The unrealized gains or losses on the derivative liabilities are recorded as a change in fair value of derivative liabilities- warrants in the Company’s statement of operations. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. At each reporting period, the Company reviews the assets and liabilities that are subject to ASC Topic 815-40. At each reporting period, all assets and liabilities for which the fair value measurement is based on significant unobservable inputs or instruments which trade infrequently and therefore have little or no price transparency are classified as Level 3. |
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Series A and Series B Preferred Stock Issuances |
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On October 14, 2014, the Company’s Board of Directors authorized the sale and issuance of up to 1,250,000 shares of Series A Convertible Preferred Stock (the “Series A”). Also on October 14, 2014, the Company closed a private offering of the Series A and issued 900,000 shares of Series A preferred shares at a stated value of $10.00 per share, generating gross proceeds of approximately $9,000,000. The Company has also granted the purchaser of the Series A and their assignees the option to purchase up to an additional 350,000 shares of Series A prior to February 28, 2015. The purchaser elected to purchase an additional 50,000, 30,000 and 20,000 shares on December 23, 2014, February 10, 2015, and February 26, 2015 generating additional gross proceeds of $500,000, $300,000 and $200,000, respectively. On February 26, 2015, assignees of the purchaser elected to purchase 250,000 shares, generating additional gross proceeds of $2,500,000. |
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On December 15, 2014, the Company’s Board of Directors authorized the issuance of 120,000 shares of Series B Convertible Preferred Stock (the “Series B”) in connection with the Company’s exclusive license agreement with Chimerix, Inc., entered into December 17, 2014. (See License Agreement footnote 9). The stated and estimated value of these shares was $10.00 per share. |
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There are no stated dividends or redemption features associated with the Series A and B. The Series A and B have voting rights on an as converted basis. Each share of the Series A and B is convertible at the option of the holder into the number of shares of common stock determined by dividing the stated value of such share by the conversion price that is subject to adjustment. The Series A conversion price is currently $0.48 and the Series B conversion price is currently $1.12, based on 70% of the five day average common share price preceding the date of settlement. If the Company sells common stock or equivalents at an effective price per share that is lower than the conversion price, the Preferred holders conversion price may be reduced to the lower conversion price. The preferred stock is automatically convertible into common stock in the event of a fundamental transaction to the Company. Based on these facts, the Series A and B are classified as permanent equity. |
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Beneficial Conversion Feature- Series A and Series B Preferred Stock |
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Each share of Series A is convertible into shares of common stock, at any time at the option of the holder at a conversion price of $0.48 per share. On October 14, 2014, December 23, 2014, February 10, 2015 and February 26, 2015, the date of issuances of the Series A, the publicly traded common stock prices were $0.65, $2.09, $4.50 and $4.50 per share, respectively. Each share of Series B are convertible into shares of common stock at any time at the option of the holder at a conversion price of $1.12 per share. On December 17, 2014, the date of the Series B agreement, the publicly traded common stock price was $1.79 per share. |
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Based on the guidance in ASC 470-20-20, the Company determined that a beneficial conversion feature exists, as the effective conversion price for the Series A and Series B preferred shares at issuance was less than the fair value of the common stock into which the preferred shares are convertible. A beneficial conversion feature based on the intrinsic value of the date of issuances for the Series A and Series B shares was $7.8 million and the preferred stock was further discounted by this amount. The beneficial conversion amount of $7.8 million was then accreted back to the preferred stock as a dividend charged to accumulated deficit as the preferred stock was 100% convertible immediately. |
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