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Subsequent Events
3 Months Ended
Mar. 31, 2015
Subsequent Events [Abstract]  
Subsequent Events

5. Subsequent Events

Stock Option Grants

On April 2, 2015 and April 17, 2015, the Company granted options to purchase an aggregate of 295,440 shares of common stock to members of the Company’s executive team and board of directors at an exercise price of $9.15 per share. On April 25, 2015, the Company granted options to purchase an aggregate of 56,471 shares of common stock to employees and consultants at an exercise price of $9.15 per share. In addition, the Company’s board of directors approved grants of options to purchase an aggregate of 377,158 shares of common stock to members of the Company’s executive team at an exercise price equal to the IPO price that were contingent upon the effectiveness of a registration statement on Form S-1 relating to an IPO, which occurred on May 6, 2015.

Approval of 2015 Plan

On April 25, 2015, the Company’s board of directors adopted, and the Company’s stockholders approved, the Company’s 2015 Stock Option and Incentive Plan (the 2015 Plan). The 2015 Plan became effective on May 6, 2015. A total of 1,574,566 shares of the Company’s common stock were initially reserved for issuance under the 2015 Plan. In addition, the number of shares reserved and available for issuance under the 2015 Plan will automatically increase each January 1, beginning on January 1, 2016 and thereafter until January 1, 2019, by the lesser of (i) 1,840,000 shares, (ii) 4% of the outstanding number of shares of the Company’s common stock on the immediately preceding December 31 or (iii) an amount determined by the Company’s board of directors. Shares underlying any awards under the 2015 Plan and any awards granted under the 2014 Plan prior to the Company’s IPO that are forfeited, canceled, reacquired by us prior to vesting, satisfied without the issuance of stock or otherwise terminated (other than by exercise) will be added to shares available for issuance under the 2015 Plan.

Approval of the Employee Stock Purchase Plan

On April 25, 2015, the Company’s board of directors adopted, and the Company’s stockholders approved, the Company’s 2015 Employee Stock Purchase Plan (the 2015 ESPP). The 2015 ESPP became effective on May 6, 2015. A total of 227,623 shares of the Company’s common stock were initially reserved for issuance under the 2015 ESPP. In addition, the number of shares reserved and available for purchase under the 2015 ESPP will automatically increase each January 1, beginning on January 1, 2016 and thereafter until January 1, 2019, by 1% of the outstanding number of shares of the Company’s common stock on the immediately preceding December 31 or such lesser number of shares as determined by the administrator of the 2015 ESPP.

 

Initial Public Offering and Related Transactions

On May 12, 2015, the Company completed its IPO whereby it sold 6,164,000 shares of common stock at a public offering price of $14.00 per share. Estimated net proceeds from the IPO were determined as follows (in thousands):

 

Gross proceeds (including over-allotment)

$ 86,296   

Underwriting discounts and commissions

  (6,041

Estimated total offering costs (including costs paid as of March 31, 2015)

  (3,400

Offering costs paid as of March 31, 2015

  1,500   
  

 

 

 

Estimated net proceeds to be received subsequent to March 31, 2015

  78,355   

Repayment of convertible promissory note and accrued interest subsequent to March 31, 2015

  (2,542
  

 

 

 

Estimated net cash impact of IPO and related transactions

$ 75,813   
  

 

 

 

In addition, each of the following occurred in connection with the completion of the Company’s IPO:

 

    the conversion of all outstanding shares of redeemable convertible preferred stock into 16,279,859 shares of the Company’s common stock and the resultant reclassification of the Company’s redeemable convertible preferred stock to stockholders’ deficit;

 

    the conversion of warrants to purchase 206,581 shares of redeemable convertible preferred stock into warrants to purchase 25,970 shares of the Company’s common stock and the resultant reclassification of the warrant liabilities to additional paid-in capital; and

 

    the filing of an amended and restated certificate of incorporation on May 12, 2015, authorizing 150,000,000 shares of common stock and 7,285,456 shares of preferred stock, 5,000,000 of which is undesignated preferred stock.

FUJIFILM Diosynth Biotechnologies U.S.A., Inc. Agreement

On June 16, 2015, the Company entered into a Master Services Agreement (the MSA) with FUJIFILM Diosynth Biotechnologies U.S.A., Inc. (Fujifilm) to complete the development of the manufacturing process for, and for the production of, the active pharmaceutical ingredient for Resolaris. Pursuant to the MSA, Fujifilm will be engaged to provide the active ingredient for Resolaris to support future clinical trials, including potential pivotal trials. Under the initial scope of work executed pursuant to the MSA, Fujifilm will conduct process optimization, scale-up and demonstration, and cGMP manufacturing of the active pharmaceutical ingredient of Resolaris, and the Company is required to pay Fujifilm based on development and production milestones. As of March 31, 2015, the Company incurred no costs under the MSA.