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Spin-off of FV-100
12 Months Ended
Dec. 31, 2013
Spin-off of FV-100  
Spin-off of FV-100

13. Spin-off of FV-100

 

On August 17, 2012, Synergy entered into an Asset Purchase Agreement with Bristol-Myers Squibb Company and acquired certain assets  related to FV-100, an orally available nucleoside analog, for the treatment of shingles, a severe, painful skin rash caused by reactivation of the varicella zoster virus — the virus that causes chickenpox. The terms of the agreement provide for an initial base payment of $1 million, subsequent milestone payments covering (i)FDA approval and (ii) aggregate net sales equal to or greater than $125 million, as well as a single digit royalty based on net sales.

 

On May 15, 2013, Synergy formed ContraVir Pharmaceuticals, Inc. (ContraVir), a Delaware corporation, for the purpose of developing the FV-100 asset.

 

Contribution Agreement

 

Synergy entered into a Contribution Agreement with ContraVir (the “Contribution Agreement”), transferring the FV-100 Product to ContraVir, in exchange for the issuance to us of 9,000,000 shares of ContraVir common stock, par value $0.0001 per share , representing 100% of the outstanding shares of common stock as of immediately following such issuance. During the period August 17, 2012 through September 30, 2013, Synergy made no expenditures related to the research and development of FV-100, thus, Synergy determined that the contributed asset did not meet the definition of a business, as defined in ASC 805, “Business Combinations” and was accounted for under ASC 350, “Intangibles Goodwill and Other” as a contribution of assets. The contribution of this asset was accounted for at our net book value which was zero.

 

Loan and Security Agreement

 

On June 5, 2013, Synergy entered into a Loan and Security Agreement, or Loan Agreement, with ContraVir pursuant to which we agreed to lend ContraVir up to five hundred thousand dollars ($500,000) for working capital purposes.  Pursuant to the Loan Agreement, as of December 31, 2013, Synergy made advances to ContraVir totaling $350,000 under a promissory note, or Note.  The Note bears interest at six percent (6%) per annum.  The Note matures on the earlier of June 10, 2014 or the date that the entire principal amount and interest shall become due and payable by reason of an event of default under the Note or otherwise.  In connection with the Loan Agreement, ContraVir granted us a security interest in all of its assets, including its intellectual property, until the Note is repaid in full. On October 3, 2013, Synergy Board of Directors unanimously approved an increase in this lending facility to a total of $1,000,000.

 

Shared Services Agreement

 

On July 8, 2013, ContraVir entered into a Shared Services Agreement with us, effective May 16, 2013.  Under the Shared Services Agreement, we will provide and/or make available to ContraVir various administrative, financial (including payroll functions), legal, insurance, facility, information technology, laboratory, real estate and other services to be provided by, or on behalf of, us, together with such other services as reasonably requested by ContraVir.

 

Spin-Off

 

On August 8, 2013, ContraVir Pharmaceuticals, Inc. filed an initial Form 10 Registration Statement with the U.S. Securities and Exchange Commission. The separation contemplates a 100% distribution of the ContraVir shares of common stock, now held by us, to our stockholders on a pro-rata basis. On January 28, 2014, our Board of Directors declared a stock dividend of .0986 ContraVir shares for each share of our common stock held as of the record date of February 6, 2014, which was distributed on February 18, 2014. Synergy believes the distribution of the ContraVir shares of common stock to our stockholders was not material.

 

As a result of the Distribution, an adjustment was made to the exercise price of all outstanding warrants in accordance with their terms and accordingly the exercise price decreased approximately $0.011 per share on the record date. As of December 31, 2013 there were 5,647,203 warrants outstanding with a weighted average exercise price of $5.37 per share pre-Distribution and $5.359 per share as adjusted.