Shareholders Equity (Deficit)

9 Months Ended

Sep. 30, 2015

Equity [Abstract]

Shareholders’ Equity (Deficit)

(4)  Shareholders’ Equity (Deficit)

Common Ordinary Shares and Deferred Ordinary Shares

As of September 30, 2015, the share capital of Presbia PLC was $400,000 and €40,000, divided into: 350,000,000 ordinary shares of $0.001 each (the “Ordinary Shares”), 13,355,477 of which were outstanding as of September 30, 2015; 50,000,000 preferred shares of $0.001 (the “Preferred Shares”) each, all of which are authorized but unissued; and 39,994 deferred ordinary shares of €1.00 each (the “Deferred Ordinary Shares”), all of which are issued and outstanding as of September 30, 2015. The aggregate 9,166,667 ordinary shares of Presbia PLC have been reflected as issued and outstanding as of the earliest date of the periods presented for purposes of computation of comparable basic and diluted net loss per share.  

The rights and restrictions attached to the Ordinary Shares are as follows: the right to attend and speak at any general meeting of the Company and to exercise one vote per Ordinary Share held at any general meeting of the Company; the right to participate pro rata in all dividends declared by the Company; and the right, in the event of the Company’s winding up, to participate pro rata in the total assets of the Company.

The Deferred Ordinary Shares were initially issued as 40,000 ordinary shares of one Euro each on February 6, 2014 in connection with the formation of Presbia PLC. On January 14, 2015, the Company amended its memorandum and articles of association, resulting in the re-designation of such shares as deferred ordinary shares. The rights and restrictions attached to the Deferred Ordinary Shares are as follows:

Income:  The holder of a Deferred Ordinary Share shall not be entitled to receive any dividend or distribution declared, made or paid or any return of capital (save as provided below) and a Deferred Ordinary Share shall not entitle its holder to any further or other right of participation in the assets of the Company;

Capital:  On a winding up of, or other return of capital (other than on a redemption of any class of shares in the capital of the Company) by the Company, the holders of Deferred Ordinary Shares shall be entitled to participate in such return of capital or winding up of the Company, such entitlement to be limited to the repayment of the amount paid up or credited as paid up on such Deferred Ordinary Shares and shall be paid only after the holders of Ordinary Shares shall have received payment in respect of such amount as is paid up or credited as paid up on those Ordinary Shares held by them at that time, plus the payment in cash of $5,000,000 on each such Ordinary Share.

Acquisition of Deferred Ordinary Shares:  The Company as agent for the holders of Deferred Ordinary Shares shall have the irrevocable authority to authorize and instruct the Company’s secretary (or any other person appointed for the purpose by the Company’s board of directors) to acquire, or to accept the surrender of, the Deferred Ordinary Shares for no consideration and to execute on behalf of such holders such documents as are necessary in connection with such acquisition or surrender, and pending such acquisition or surrender to retain the certificates, to the extent issued, for such Deferred Ordinary Shares.

Voting:   The holders of Deferred Ordinary Shares shall not be entitled to receive notice of, nor attend, speak or vote at, any general meeting.

On August 3, 2015, upon completion of the distribution of the assets of Presbia Holdings to its ordinary shareholders, six shares of the Deferred Ordinary Shares were acquired for nil consideration and cancelled and 39,994 shares were issued to the Company’s largest shareholder.

The rights attached to the Preferred Shares will be determined by the Company’s board of directors. The directors are authorized to issue all or any of the authorized but unissued Preferred Shares from time to time in one or more classes or series, and to fix for each such class or series such voting power, full or limited, or no voting power, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board providing for the issuance of such class or series, including, without limitation, the authority to provide that any such class or series may be: redeemable at the option of the Company, or the holders, or both, with the manner of the redemption to be set by the Company’s board of directors, and redeemable at such time or times, including upon a fixed date, and at such price or prices, as shall be determined by the Board; entitled to receive dividends (which may be cumulative or non-cumulative) at such rates, on such conditions and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes of shares or any other series all as shall be determined by the Board; entitled to such rights upon the dissolution of, or upon any distribution of the assets of, the Company, as shall be determined by the Board; or convertible into, or exchangeable for, shares of any other class or classes of shares, or of any other series of the same or any other class or classes of shares, of the Company, at such price or prices or at such rates of exchange and with such adjustments as the Company’s board of directors determines.

Additional Paid-in Capital

On January 14, 2015, the Parent entered into a Debt Conversion Agreement pursuant to which all outstanding amounts owed to the Parent under the Interest Rate Agreement governing such debt at that time were contributed to paid-in capital of certain of the Parent’s subsidiaries.

Additional paid-in capital was $77.1 million as of September 30, 2015, compared to $36.7 million as of December 31, 2014. The change consists of a contribution of approximately $1.5 million pursuant to the Debt Conversion Agreement, share-based compensation of $1.8 million, payments of $0.2 million of bonuses paid by Presbia Holdings on behalf of the Company and net proceeds of $36.8 million from the Company’s IPO.

The following table sets forth the changes in shareholders’ equity (deficit) for the nine-months ended September 30, 2015 in thousands of U.S. Dollars (except share values).

	Common Stock				Deferred			Additional Paid-In		Accumulated
	Shares		Amount		Shares			Capital		Deficit			Total
Balance, December 31, 2014		-	$	-		40,000		$	36,680	$	(37,386	)	$	(706	)
Nine-Months Ended September 30, 2015:
Capitalization of amounts due to Parent pursuant to 2015 Debt Conversion of Presbia Holdings		—		—		—			1,559		—			1,559
Initial public offering, net of issuance costs		13,333,334		13		—			36,830		—			36,843
Stock-based compensation (including allocation from the Parent)		—		—		—			1,837		—			1,837
Cancellation of deferred shares pursuant to distribution of Parent's assets		—		—		(6	)		—		—			—
Issuance of restricted shares		22,143		—		—			—		—			—
Bonus payments by Parent on behalf of Parent		—		—		—			183		—			183
Net loss		—		—		—			—		(14,812	)		(14,812	)
Balance, September 30, 2015		13,355,477	$	13		39,994		$	77,089	$	(52,198	)	$	24,904