10101 - Disclosure - Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies | NAUTILUS HOLDCO, INC. For the Quarterly Period Ended March 31, 2018 (Unaudited) Note 1 – Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies Nautilus Holdco, Inc., a Delaware corporation (the “Company”), was formed, along with its wholly owned subsidiaries, Island Merger Sub, Inc., a Delaware corporation (“Merger Sub A”) and Boat Merger Sub, Inc., a Delaware corporation (“Merger Sub B”), on January 16, 2018, for the purpose of facilitating the business combination of BioCryst Pharmaceuticals, Inc., a Delaware corporation (“BioCryst”), and Idera Pharmaceuticals, Inc., a Delaware corporation (“Idera”). In this Form 10-Q we are reporting the shell company results for the Company, Merger Sub A and Merger Sub B for the period from January 16, 2018, the Company’s date of incorporation, to March 31, 2018. As of March 31, 2018, the Company was a wholly owned subsidiary of BioCryst, and Merger Sub A and Merger Sub B, each also a shell company, were wholly owned subsidiaries of the Company. Prior to March 31, 2018, and during the period reported herein, the Company did not conduct any activities other than those incidental to the formation of it and Merger Sub A and Merger Sub B and matters contemplated by the Merger Agreement (as defined below). Pursuant to the terms of a definitive Agreement and Plan of Merger, dated as of January 21, 2018 (the “Merger Agreement”), by and among the Company, BioCryst, Idera, Merger Sub A and Merger Sub B, (i) Merger Sub A will merge with and into Idera (the “Idera Merger”), with Idera continuing as the surviving company and as a wholly owned subsidiary of the Company, and (A) each issued and outstanding share of common stock, par value $0.001 per share, of Idera (the “Idera Common Stock”) (other than the shares that are owned by BioCryst, Idera, the Company, Merger Sub A or Merger Sub B or any wholly owned subsidiary of BioCryst, Idera, Merger Sub A or Merger Sub B) will be converted into the right to receive 0.20 shares of common stock, par value $0.01 per share, of the Company (“Company Common Stock”) and (B) each issued and outstanding share of series A convertible preferred stock, par value $0.01 per share, of Idera (the “Idera Preferred Stock” and, together with the Idera Common Stock, the “Idera Stock”) (other than the shares that are owned by BioCryst, Idera, the Company, Merger Sub A or Merger Sub B or any wholly owned subsidiary of BioCryst, Idera, Merger Sub A or Merger Sub B), will be converted into the right to receive an amount of Company Common Stock based on their liquidation preference, and (ii) Merger Sub B will merge with and into BioCryst (the “BioCryst Merger” and, together with the Idera Merger, the “Mergers”) with BioCryst continuing as the surviving company and as a wholly owned subsidiary of the Company, and each outstanding share of common stock, par value $0.01 per share, of BioCryst (the “BioCryst Stock”) (other than the shares that are owned by BioCryst, Idera, the Company, Merger Sub A or Merger Sub B or any wholly owned subsidiary of BioCryst, Idera, Merger Sub A or Merger Sub B), will be converted into the right to receive 0.50 shares of Company Common Stock. No fractional shares of Company Common Stock will be issued in the Mergers, and stockholders will receive cash in lieu of fractional shares as contemplated by the Merger Agreement. As of the date of this report, and as of March 31, 2018, the Company does not beneficially own any shares of Idera Stock or BioCryst Stock. Following the Mergers, the Company will be the holding company of the combined businesses of Idera and BioCryst. For further information regarding the parties to the Mergers, refer to the section entitled “Note 2 - The Merger Parties”. Basis of presentation . The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Merger Sub A and Merger Sub B. Both subsidiaries were formed to facilitate the Mergers. All intercompany transactions and balances have been eliminated. The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial reporting and the instructions to Form 10-Q and do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Such financial statements reflect all adjustments that are, in management’s opinion, necessary to present fairly, in all material respects, the consolidated financial position, results of operations, and cash flows of the Company and its subsidiaries, operating as a shell company, for the periods presented and are not indicative of the results that may be expected for a full year. |