DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Xynomic Pharmaceuticals Holdings, Inc. (formerly known as Bison Capital Acquisition Corp., the "Company") was incorporated in the British Virgin Islands on October 7, 2016. The Company was formed as a blank check company for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination with one or more businesses or entities (a "Business Combination"). All activities through May 14, 2019 relate to the Company's formation, its initial public offering of 6,037,500 units (the "Initial Public Offering"), the simultaneous sale of 432,062 units (the "Private Units") in a private placement to the Company's sponsor, Bison Capital Holding Company Limited ("Bison Capital") and EarlyBirdCapital, Inc. ("EarlyBirdCapital") and their designees, identifying a target company for a Business Combination. and activities in connection with the acquisition of Xynomic Pharmaceuticals, Inc., a Delaware corporation ("Xynomic Pharma"). On March 3, 2019, the Company received a commitment from Xynomic Pharma that it has agreed to contribute to the Company as a loan $0.02 per month for each public share that is not redeemed by the Company's shareholders (the "Contribution") in connection with the approval of an amendment to the Company's charter to extend the date by which the Company must consummate a Business Contribution from March 23, 2019 to June 24, 2019 or such earlier date as determined by the board of directors of the Company. The amount of the Contribution will not bear interest and will be repayable by the Company to Xynomic Pharma upon consummation of a Business Combination. Xynomic Pharma had the sole discretion whether to continue extending for additional calendar months until the Combination Period and if Xynomic Pharma determined not to continue extending for additional calendar months, its obligation to make Contributions following such determination would terminate. In May 2019, $16,062 was loaned to the Company and deposited into the Trust Account, which amount is equal to $0.02 for each of the 803,080 shares that were not redeemed. On May 15, 2019 (the "Effective Time"), pursuant to an agreement and plan of merger dated September 12, 2018 (as amended, the "Merger Agreement") among the Company, Xynomic Pharma, Bison Capital Merger Sub Inc., a Delaware corporation ("Merger Sub") and Yinglin Mark Xu, solely in his capacity as the stockholder representative thereunder, each share of Xynomic Pharma's ordinary shares and preferred shares issued and outstanding prior to the Effective Time was automatically converted into the right to receive, on a pro rata basis, the Merger Consideration Shares, and each option to purchase Xynomic Pharma's ordinary shares that was outstanding immediately prior to the Effective Time was assumed by the Company and automatically converted into an option to purchase shares of common stock of the Company. In addition to the Closing Consideration Shares, Merger Consideration Shares was adjusted to include an additional 9,852,216 shares of common stock in aggregate as a result that Xynomic Pharma obtained a worldwide exclusive license to the Phase II-ready oncology drug identified in the Merger Agreement (XP-105) in December 2018, prior to the Closing Date (the "Earnout Shares" and, together with the Closing Consideration Shares, the "Merger Consideration Shares", such transaction is referred as the "Merger"). As a result, the Company issued 42,860,772 common shares in aggregate as Merger Consideration Shares to shareholders of Xynomic Pharma immediately prior to the Effective Time (the "Sellers"). Pursuant to the Merger Agreement, 1,285,822 shares were deposited into an escrow account (the "Escrow Account") to serve as security for, and the exclusive source of payment of, the Company's indemnity rights under the Merger Agreement and any excess of the estimated Closing Merger Consideration over the final Closing Merger Consideration amount determined post-Closing. Following the Merger, the Xynomic Pharma became a wholly-owned subsidiary of the Company. Xynomic Pharma was incorporated in the United States on August 24, 2016. Xynomic Pharma and its subsidiaries are primarily engaged in in-licensing, developing and commercializing oncology drug candidates in the People's Republic of China ("PRC"), the United States, and rest of the world. As of the Effective Time, Xynomic Pharma's subsidiaries are as following: Subsidiaries Date of incorporation Place of incorporation Percentage of economic ownership Xynomic Pharmaceuticals (Nanjing) Co., Ltd. November 20, 2017 PRC 100 % Xynomic Pharmaceuticals (Shanghai) Co., Ltd. July 31, 2018 PRC 100 % Xynomic Pharmaceuticals (Zhongshan) Co., Ltd. May 15, 2018 PRC 100 % Upon the closing of the Mergers, the outstanding ordinary shares of Xynomic Pharma were exchanged for shares of common stock of the Company at an exchange ratio of one ordinary share of Xynomic Pharma to 0.849 shares of the Company common stock (the "Exchange Ratio). Except as otherwise noted, all common share amounts and per share amounts have been adjusted to reflect this Exchange Ratio, which was effected upon the Merger. The Merger was accounted for as a "reverse acquisition" since, immediately following the consummation of the Merger (the "Closing"), the Sellers effectively controlled the post-combination Company. For accounting purposes, Xynomic Pharma was deemed to be the accounting acquirer in the Merger and, consequently, the Merger is treated as a recapitalization of Xynomic Pharma (i.e., a capital transaction involving the issuance of shares by the Company for the shares of Xynomic Pharma). Accordingly, the consolidated assets, liabilities and results of operations of Xynomic Pharma became the historical financial statements of the Company and its subsidiaries, and the Company's assets, liabilities and results of operations were consolidated with Xynomic Pharma beginning at the Closing. No step-up in basis or intangible assets or goodwill were recorded in the Merger. In addition, the historically issued and outstanding Bison Capital Acquisition Corp.'s ordinary shares have been re-casted to retrospectively reflect the number of ordinary shares issued in the Merger in all periods presented. The ordinary shares were adjusted retrospectively from $962 to $817, and the additional paid-in capital was adjusted retrospectively from $14,168,915 to $14,169,060, respectively, as of December 31, 2018. The consolidated statements of changes in shareholders' deficit for the year ended December 31, 2018 was also adjusted retrospectively to reflect the change. The loss per share was adjusted retrospectively from $3.27 to $3.85 for the year ended December 31, 2018. On May 14, 2019, prior to the Closing, the Company relocated out of the British Virgin Islands and domesticated as a Delaware corporation (the "Domestication"). As a result, the Company is no longer a company incorporated in the British Virgin Islands. At the Closing, pursuant to the Backstop Agreement dated May 1, 2019 entered into by and between the Company and Yinglin Mark Xu, Yinglin Mark Xu, together with his assignee Bison Capital Holding Company Limited, purchased from the Company 755,873 shares of common stock at a price of $10.15 per share for a total consideration of $7,672,111 (the "Backstop Shares" and "Backstop Subscription"). As a result of Backstop Subscription, the Company had at least $7,500,001 of net tangible assets remaining at the Closing after giving effect to the redemption of any Ordinary Shares by the public shareholders in connection with the Merger (See Note 9). Going Concern The Company and its subsidiaries Xynomic Pharma, Xynomic Nanjing, Xynomic Shanghai and Xynomic Zhongshan (the "Group") have not generated any revenues from product sales. Substantial additional financing will be required by the Group to continue to fund its research and development activities. No assurance can be given that any such financing will be available when needed or that the Group's research and development efforts will be successful. The Group's ability to fund operations is based on its ability to attract investors and its ability to borrow funds on reasonable economic terms. Historically, the Group has relied principally on equity financing and shareholder's borrowings to fund its operations and business development. The Group's ability to continue as a going concern is dependent on management's ability to successfully execute its business plan, which includes generating revenues after drug marketing, controlling operating expenses, as well as, continuing to obtain additional equity financing. On April 3, 2018, Xynomic Pharma issued convertible notes to Northern Light Venture Capital V, Ltd., and Bo Tan and received proceeds of $2,500,000, which were converted into 776,633 Series B Preferred Shares in August 2018. Further in August 2018, Xynomic Pharma raised $17 million by issuance of 5,281,101 Series B Preferred Shares to certain investors, including the conversion of convertible notes of $2.5 million. At the Closing of the Merger, 755,873 shares of Backstop Shares were issued for a total consideration of $7,672,111. In addition to the above, Yinglin Mark Xu, the founder and CEO of Xynomic Pharma, and Bison Capital advanced $2,303,308 and $444,900 to the Company during the year ended December 31, 2019, respectively. In March, 2020, Xynomic Pharma received a deposit in the amount of RMB24,000,000 under a non-binding letter of intent (the "LOI") that Xynomic Pharma entered into with a pharmaceuticals company in China on January 17, 2020. And on April 30, 2020, Xynomic Pharma entered into a Promissory Note dated April 30, 2020 (the "PPP Note") with Customers Bank as the lender (the "Lender"), pursuant to which the Lender agreed to make a loan to Xynomic Pharma under the Paycheck Protection Program (the "PPP Loan") offered by the U.S. Small Business Administration (the "SBA") in a principal amount of $177,700 pursuant to Title 1 of the Coronavirus Aid, Relief and Economic Security Act (the "CARES Act"). On May 15, 2019, the Company received written notice from the staff of the NASDAQ Stock Market LLC ("Nasdaq") indicating that the Staff had determined to delist its securities from NASDAQ based upon the non-compliance with the requirement of a minimum of 300 round lot holders of and 400 round lot holders of purchase warrants and the requirement of the minimum $5 million in stockholders' equity. The Company requested a hearing before the Nasdaq Hearings Panel (the "Panel"), and such request stayed any suspension or delisting action by Nasdaq pending the completion of the hearing process and the expiration of any extension period that may be granted to the Company by the Panel. On July 15, 2019, the Company was notified in writing by the Panel at Nasdaq that they denied the Company's request for continued listing on Nasdaq based upon the Company's non-compliance with Nasdaq Listing Rules 5505(a)(3) and 5515(a)(4). As a result, Nasdaq suspended trading in the Company's securities effective at the open of business on Wednesday, July 17, 2019; and the Company's shares subsequently commenced trading on the over-the-counter markets. The Group currently does not have any commitments to obtain additional funds except a private placement that it is contemplating and a potential public offering pursuant to a registration statement on Form S-1, as amended, initially filed on July 11, 2019; and may be unable to obtain sufficient funding in the future on acceptable terms, if at all. If the Group cannot obtain the necessary funding, it will need to delay, scale back or eliminate some or all of its research and development programs to: commercialize potential products or technologies that it might otherwise seek to develop or commercialize independently; consider other various strategic alternatives, including another merger or sale of the Group; or cease operations. If the Group engages in collaborations, it may receive lower consideration upon commercialization of such products than if it had not entered into such arrangements or if it entered into such arrangements at later stages in the product development process. The Group has prepared its financial statements assuming that it will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. The Group has incurred recurring losses from operations since inception. The Group incurred a net loss of $25,103,835 and $28,587,624 for the years ended December 31, 2019 and 2018, respectively. Further, as of December 31, 2019 and 2018, the Group had net current liabilities (current assets less current liabilities) of $23,078,605 and $12,621,823 and accumulated deficit of $59,427,004 and $34,323,169, respectively. The Group's ability to continue as a going concern is dependent on its ability to raise capital to fund its current research and development activities and future business plans. Additionally, volatility in the capital markets and general economic conditions in the United States may be a significant obstacle to raising the required funds. These factors raise substantial doubt about its ability to continue as a going concern within twelve months from the date these financial statements are issued. The financial statements included herein do not include any adjustments that might be necessary should the Group be unable to continue as a going concern. If the going concern basis were not appropriate for these financial statements, adjustments would be necessary in the carrying value of assets and liabilities, the reported expenses and the balance sheet classifications used. Operations of the Group are subject to certain risks and uncertainties including various internal and external factors that will affect whether and when the Group's product candidates become approved drugs and how significant their market share will be, some of which are outside of the Group's control. The length of time and cost of developing and commercializing these product candidates and/or failure of them at any stage of the drug approval process will materially affect the Group's financial condition and future operations. |