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Subsequent Events
6 Months Ended
Jun. 30, 2017
Subsequent Events  
Subsequent Events

13. Subsequent Events

 

On August 3, 2017, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Confluence Life Sciences, Inc., a Delaware corporation (“Confluence”), Aclaris Life Sciences, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), and Fortis Advisors LLC, as representative of the holders of Confluence equity. The Merger Agreement provided for Merger Sub to merge with and into Confluence (the “Merger”), with Confluence surviving as a wholly owned subsidiary of the Company.  The Merger with Confluence will add small molecule drug discovery and preclinical development capabilities, which the Company expects will allow it to bring early-stage research and development activities in-house that the Company currently outsources to third parties.  The Company expects to account for the acquisition of Confluence as a business combination. 

 

Pursuant to the Merger Agreement, the Company was to pay holders of Confluence’s capital stock and options to purchase Confluence’s common stock (collectively, the “Confluence Equityholders”), upfront consideration of $20,000 consisting of $10,000 in cash and $10,000 in shares of the Company’s common stock, subject to adjustments for working capital, debt and transaction expenses.  On the closing date, the Company paid $8,697 and issued 314,572 shares to the Confluence Equityholders and deposited $1,000 in cash and 34,955 shares into escrow as required by the Merger Agreement.    

 

The Company has also agreed to pay the Confluence Equityholders contingent consideration of up to $80,000, based upon the achievement of certain development, regulatory and commercial milestones set forth in the Merger Agreement. Of the contingent consideration, $2,500 may be paid in shares of the Company’s common stock upon the achievement of a specified development milestone.  In addition, the Company has agreed to pay the Confluence Equityholders specified future royalty payments calculated as a low single-digit percentage of annual net sales, subject to specified reductions, limitations and other adjustments, until the date that all of the patent rights for that product have expired, as determined on a country-by-country and product-by-product basis or, in specified circumstances, ten years from the first commercial sale of such product.  In addition, if the Company sells, licenses or transfers any of the intellectual property acquired from Confluence pursuant to the Merger Agreement to a third party, the Company will be obligated to pay the Confluence Equityholders a portion of any incremental consideration (in excess of the development and milestone payments described above) that the Company receives from such sales, licenses or transfers in specified circumstances.