Related-party transactions | Related-party transactions On December 24, 2019, the Company completed a private placement with Mr. Robert W. Duggan, who subscribed for an aggregate of 33,231,410 shares of common stock, par value $0.01 per share, and warrants to purchase an aggregate of 4,984,711 shares of common stock at a subscription price of $1.43 for a Subscription Share plus a Subscription Warrant, pursuant to a securities purchase agreement he entered into with us. The exercise price of the Subscription Warrants is $1.58 per share. The Subscription Warrants are exercisable at any time in the period commencing on June 24, 2020, and ending on December 24, 2029. On November 5, 2020, the Company completed a private placement with Mr. Robert W. Duggan, who subscribed for an aggregate of 14,071,856 shares of common stock, and with the Mahkam Zanganeh Revocable Trust (an entity controlled by Dr. Maky Zanganeh), who subscribed for an aggregate of 149,701 shares of common stock, in each case at a subscription price of $3.34 per common share. On November 11, 2020, the Board of Directors of the Company elected Dr. Maky Zaganeh to serve as a member of the Board. Dr. Zanganeh is the sole stockholder of Maky Zanganeh and Associates, Inc. (“MZA”). Dr. Elaine Stracker, served as Interim Chief Operating Officer and an executive director from April 2020 to June 2020. She is the General Counsel and Senior Vice President for Corporate Development for MZA. The Company had a consultancy agreement with MZA from December 2019 through June 2020 to provide support into clinical operation activities related to the ongoing global Phase 3 clinical trials of ridinilazole for the treatment and reduction of recurrence of CDI, regulatory activities pertaining to a potential new drug application should the Phase 3 trials be successful and strategic planning support more generally for the ridinilazole program. The fees for such services under this consultancy agreement were $75,000 per month. In addition to such monthly fee, MZA was granted warrants to purchase 3,358,732 shares of common stock in the aggregate with an exercise price of $1.44 per share (the "Consultant Warrant"). The Consultant Warrant was a subject to quarterly vesting over a three year period from the date of grant, subject to MZA’s provision of consultancy services to the Company during such period. During the nine months ended September 30, 2020, $450,000 of consultancy fees were incurred by the Company and a warrant expense of $494,000 was recognized. On February 7, 2020, MZA, Dr. Zanganeh, Dr. Stracker and the Company entered into an assignment and assumption agreement (the “Assignment and Assumption Agreement”). Pursuant to the Assignment and Assumption Agreement, MZA assigned a portion of the Consultant Warrant to each of Dr. Zanganeh and Dr. Stracker. Dr. Zanganeh assumed a warrant to acquire 2,938,891 shares of common stock and Dr. Stracker assumed a warrant to acquire 419,841 shares of common stock. Upon termination of the MZA consulting agreement and Dr. Stracker's employment in June 2020, warrants to purchase 2,798,944 shares of common stock lapsed in accordance with the terms of the Consultant Warrant.. Dr. Zanganeh and Dr. Stracker have vested warrants to purchase 489,815 and 69,973 shares of common stock, respectively, which can be exercised through June 30, 2025 in accordance with the terms and conditions of that certain Warrant Agreement filed as Exhibit 4.2 to the Company's Current Report on Form 8-K dated September 18, 2020. |