XML 57 R19.htm IDEA: XBRL DOCUMENT v2.4.0.6
Subsequent Events
12 Months Ended
Dec. 31, 2012
Subsequent Events  
Subsequent Events

13. Subsequent Events

 

On January 17, 2013, Synergy completed its acquisition of Callisto, pursuant to the Merger Agreement, as amended (see Note 3).  As a result of the Merger, each outstanding share of Callisto common stock was converted into the right to receive 0.1799 of one share of Synergy common stock and the 22,295,000 shares of common stock held by Callisto were canceled. In addition, each stock option exercisable for shares of Callisto common stock that was outstanding on January 17, 2013 was assumed by Synergy and converted into a stock option to purchase the number of shares of Synergy’s common stock that the holder would have received if such holder had exercised such stock option for shares of Callisto common stock prior to the Merger and exchanged such shares for shares of the Company’s common stock in accordance with the Exchange Ratio. In addition, each Callisto stock option exercisable for shares of Synergy’s common stock outstanding on January 17, 2013 was assumed by Synergy and each outstanding warrant or obligation to issue a warrant to purchase shares of Callisto common stock, whether or not vested, was cancelled.

 

In connection with the consummation of the Merger, Synergy issued a total of approximately 28,605,354 shares of its common stock to former Callisto stockholders in exchange for their shares of Callisto common stock. Each share of Synergy’s common stock received in connection with the Merger will be subject to a lock-up beginning on January 17, 2013 and ending on the earlier of (i) twenty-four (24) months after such date, (ii) a Change in Control (as defined in the merger agreement), or (iii) written consent of Synergy, at Synergy’s sole discretion, provided Synergy’s consent shall apply to all shares issued pursuant to the Merger.

 

As Callisto does not meet the definition of a business under ASC 805, the merger will not be accounted for as a business combination. The merger is expected to be accounted for as a recapitalization of Synergy, affected through exchange of Callisto shares for Synergy shares, and the cancellation of Synergy shares held by Callisto. The excess of Synergy shares issued to Callisto shareholders over the Synergy shares held by Callisto is the result of a discount associated with the restricted nature of the Synergy shares to be received by Callisto shareholders. Therefore, considering this discount, the share exchange has been determined to be equal from a fair value stand point. Upon the effective date of the Merger, Synergy will account for the merger by assuming Callisto’s net liabilities, of approximately $1.7 million. Synergy’s financial statements will not be restated retroactively to reflect the historical financial position or results of operations of Callisto.

 

From January 1, 2013 through March 18, 2013, Synergy sold 758,093 shares of common stock with gross proceeds of $4,670,861, at an average selling price of $6.16 per share, pursuant to the June 2012 controlled equity sales agreement with a placement agent (footnote 3). Selling expenses totaled $140,126.