Convertible Preferred Shares	3 Months Ended
Mar. 31, 2017
Convertible Preferred Shares
Convertible Preferred Shares	9. Convertible Preferred Shares As of March 31, 2017, the Company’s memorandum and articles of association, as amended and restated, authorized the Company to issue 11,242,172 Series A preferred shares. The holders of Series A preferred shares have liquidation rights in the event of a deemed liquidation that, in certain situations, is not solely within the control of the Company. Therefore, the Series A preferred shares are classified outside of shareholders’ equity (deficit). In October 2016, the Company issued and sold an aggregate of 4,305,209 Series A preferred shares, at an issuance price of $9.2911 per share, for proceeds of $37,295, net of offering costs of $2,705 (the “Series A First Closing”). The $2,705 of offering costs consisted of $1,730 payable in cash and 105,010 shares of the Company’s Series A preferred shares valued at $975, or $9.2911 per share, which were issued directly to the two placement agents involved in the Series A financing. The preferred share purchase agreement provided for the issuance of additional Series A preferred shares in a second and final tranche (the “Series A Second Closing”). Also, in October 2016, the Company issued to AstraZeneca 538,150 Series A preferred shares with an aggregate fair value of $5,000, or $9.2911 per share, in satisfaction of the obligation to issue the first tranche of contingently issuable equity under the Company’s license agreement with AstraZeneca (see Note 12). In February 2017, the Company completed the Series A Second Closing through the issuance and sale of an aggregate of 4,305,182 Series A preferred shares at an issuance price of $9.2911 per share for cash proceeds of $38,636, net of offering costs of $2,606. The $2,606 of offering costs for the second tranche consisted of $1,364 payable in cash and 105,009 shares of the Company’s Series A preferred shares valued at $1,242, or $11.83 per share, which were issued directly to the two placement agents involved in the Series A financing. The conversion option associated with the Series A preferred shares sold in the second closing met the definition of a BCF as the fair value of the underlying common shares of $9.85 per share exceeded the stated conversion price of $9.2911 (or $7.0613, as adjusted, as described below under Conversion). Upon the sale and issuance of the Series A preferred shares, $2,406 of the BCF was immediately accreted, as this represented the difference between the stated conversion price and per share value of the common shares. The remaining portion of the BCF is being amortized using the effective interest method over the period from the date of issuance to the date of the earliest possible conversion, October 1, 2017. For the three months ended March 31, 2017, the Company recorded accretion of the BCF of $4,000. In May 2017, upon the completion of the Company’s IPO, all of the outstanding Series A preferred shares were automatically converted into an aggregate of 9,358,560 common shares pursuant to the related agreements (see Note 17). Upon conversion of the Series A preferred shares, the remaining unamortized BCF was reclassified to additional paid-in capital as a deemed dividend (see Note 17). The holders of the Series A preferred shares had the following rights and preferences prior to the conversion to common shares: Voting The holders of Series A preferred shares were entitled to vote, together with the holders of common shares, on all matters submitted to shareholders for a vote. The holders of Series A preferred shares were entitled to the number of votes equal to the number of common shares into which their Series A preferred shares could convert. Conversion Each Series A preferred share was convertible into common shares at the option of the shareholder at any time after the date of issuance. In addition, pursuant to the Company’s memorandum and articles of association, as amended and restated, each Series A preferred share would be automatically converted into common shares, at the applicable conversion ratio then in effect, upon the earlier of (i) a firm commitment public offering with proceeds to the Company of at least $50,000, before deducting underwriting discounts and commissions or (ii) the date specified by the vote or written consent of the holders of a majority of the then outstanding Series A preferred shares. The conversion ratio of Series A preferred shares was determined by dividing the Original Issue Price by the Conversion Price. The Original Issue Price of the Series A preferred shares was $9.2911 per share. The Conversion Price of the Series A preferred shares was $9.2911 per share, subject to appropriate adjustment in the event of any stock split, stock dividend, combination or other similar recapitalization and other adjustments as set forth in the Company’s memorandum and articles of association, as amended and restated. On the date of issuance, each Series A preferred share was convertible into one common share. In the event that any Series A preferred share investor did not participate in the second and final tranche of the Series A preferred financing, that investor’s shares would have been convertible into common shares at a ratio of one common share for every 1,000 Series A preferred shares. In addition, if the Company decided not to move forward with a Phase 3 clinical trial on its product candidate, rimegepant, or if the Company failed to initiate a Phase 3 clinical trial prior to October 1, 2017, the Conversion Price of the Series A preferred shares would have been reduced to $7.0613 per share. Dividends The holders of Series A preferred shares were entitled to receive dividends in preference to any dividend on common shares at the rate of 8.0% per year of the Original Issue Price. Dividends accrued daily and compounded annually, whether or not declared, would be payable when, as and if declared by the board or directors of the Company and were noncumulative. The Company was not permitted to declare, pay or set aside any dividends on shares of any other class or series of capital stock of the Company unless the holders of Series A preferred shares then outstanding first received, or simultaneously received, dividends on each outstanding Series A preferred share. Accruing dividends, whether or not declared, were payable upon any liquidation event. Declared but unpaid dividends would have been payable upon the conversion of the Series A preferred shares into common shares. Liquidation In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company or a Deemed Liquidation Event (as described below), the holders of Series A preferred shares then outstanding were entitled to receive, in preference to holders of common shares, an amount equal to the greater of (i) the Original Issue Price per share, plus all dividends declared but unpaid on such shares or (ii) the amount such holders would have received had all of their Series A preferred shares been converted into common shares immediately prior to such liquidation event. If upon any such liquidation event, the assets of the Company available for distribution were insufficient to permit payment in full to the holders of Series A preferred shares, the proceeds would be ratably distributed among the holders of Series A preferred shares in proportion to the respective amounts that they would have received if they were paid in full. After payments have been made in full to the holders of Series A preferred shares, the remaining assets of the Company available for distribution would be distributed among the holders of common shares ratably in proportion to the number of shares held by each such holder. Unless a majority of the holders of the then outstanding Series A preferred shares elected otherwise, a Deemed Liquidation Event would include a merger or consolidation (other than one in which shareholders of the Company own a majority by voting power of the outstanding shares of the surviving or acquiring corporation) or a sale, lease, transfer, exclusive license or other disposition of all or substantially all of the assets of the Company. Redemption The Company’s memorandum and articles of association, as amended and restated, did not provide redemption rights to the holders of Series A preferred shares.

9. Convertible Preferred Shares

As of March 31, 2017, the Company’s memorandum and articles of association, as amended and restated, authorized the Company to issue 11,242,172 Series A preferred shares. The holders of Series A preferred shares have liquidation rights in the event of a deemed liquidation that, in certain situations, is not solely within the control of the Company. Therefore, the Series A preferred shares are classified outside of shareholders’ equity (deficit).

In October 2016, the Company issued and sold an aggregate of 4,305,209 Series A preferred shares, at an issuance price of $9.2911 per share, for proceeds of $37,295, net of offering costs of $2,705 (the “Series A First Closing”). The $2,705 of offering costs consisted of $1,730 payable in cash and 105,010 shares of the Company’s Series A preferred shares valued at $975, or $9.2911 per share, which were issued directly to the two placement agents involved in the Series A financing. The preferred share purchase agreement provided for the issuance of additional Series A preferred shares in a second and final tranche (the “Series A Second Closing”). Also, in October 2016, the Company issued to AstraZeneca 538,150 Series A preferred shares with an aggregate fair value of $5,000, or $9.2911 per share, in satisfaction of the obligation to issue the first tranche of contingently issuable equity under the Company’s license agreement with AstraZeneca (see Note 12).

In February 2017, the Company completed the Series A Second Closing through the issuance and sale of an aggregate of 4,305,182 Series A preferred shares at an issuance price of $9.2911 per share for cash proceeds of $38,636, net of offering costs of $2,606. The $2,606 of offering costs for the second tranche consisted of $1,364 payable in cash and 105,009 shares of the Company’s Series A preferred shares valued at $1,242, or $11.83 per share, which were issued directly to the two placement agents involved in the Series A financing. The conversion option associated with the Series A preferred shares sold in the second closing met the definition of a BCF as the fair value of the underlying common shares of $9.85 per share exceeded the stated conversion price of $9.2911 (or $7.0613, as adjusted, as described below under Conversion). Upon the sale and issuance of the Series A preferred shares, $2,406 of the BCF was immediately accreted, as this represented the difference between the stated conversion price and per share value of the common shares. The remaining portion of the BCF is being amortized using the effective interest method over the period from the date of issuance to the date of the earliest possible conversion, October 1, 2017. For the three months ended March 31, 2017, the Company recorded accretion of the BCF of $4,000.

In May 2017, upon the completion of the Company’s IPO, all of the outstanding Series A preferred shares were automatically converted into an aggregate of 9,358,560 common shares pursuant to the related agreements (see Note 17). Upon conversion of the Series A preferred shares, the remaining unamortized BCF was reclassified to additional paid-in capital as a deemed dividend (see Note 17).

The holders of the Series A preferred shares had the following rights and preferences prior to the conversion to common shares:

Voting

The holders of Series A preferred shares were entitled to vote, together with the holders of common shares, on all matters submitted to shareholders for a vote. The holders of Series A preferred shares were entitled to the number of votes equal to the number of common shares into which their Series A preferred shares could convert.

Conversion

Each Series A preferred share was convertible into common shares at the option of the shareholder at any time after the date of issuance. In addition, pursuant to the Company’s memorandum and articles of association, as amended and restated, each Series A preferred share would be automatically converted into common shares, at the applicable conversion ratio then in effect, upon the earlier of (i) a firm commitment public offering with proceeds to the Company of at least $50,000, before deducting underwriting discounts and commissions or (ii) the date specified by the vote or written consent of the holders of a majority of the then outstanding Series A preferred shares.

The conversion ratio of Series A preferred shares was determined by dividing the Original Issue Price by the Conversion Price. The Original Issue Price of the Series A preferred shares was $9.2911 per share. The Conversion Price of the Series A preferred shares was $9.2911 per share, subject to appropriate adjustment in the event of any stock split, stock dividend, combination or other similar recapitalization and other adjustments as set forth in the Company’s memorandum and articles of association, as amended and restated. On the date of issuance, each Series A preferred share was convertible into one common share. In the event that any Series A preferred share investor did not participate in the second and final tranche of the Series A preferred financing, that investor’s shares would have been convertible into common shares at a ratio of one common share for every 1,000 Series A preferred shares. In addition, if the Company decided not to move forward with a Phase 3 clinical trial on its product candidate, rimegepant, or if the Company failed to initiate a Phase 3 clinical trial prior to October 1, 2017, the Conversion Price of the Series A preferred shares would have been reduced to $7.0613 per share.

Dividends

The holders of Series A preferred shares were entitled to receive dividends in preference to any dividend on common shares at the rate of 8.0% per year of the Original Issue Price. Dividends accrued daily and compounded annually, whether or not declared, would be payable when, as and if declared by the board or directors of the Company and were noncumulative. The Company was not permitted to declare, pay or set aside any dividends on shares of any other class or series of capital stock of the Company unless the holders of Series A preferred shares then outstanding first received, or simultaneously received, dividends on each outstanding Series A preferred share.

Accruing dividends, whether or not declared, were payable upon any liquidation event. Declared but unpaid dividends would have been payable upon the conversion of the Series A preferred shares into common shares.

Liquidation

In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company or a Deemed Liquidation Event (as described below), the holders of Series A preferred shares then outstanding were entitled to receive, in preference to holders of common shares, an amount equal to the greater of (i) the Original Issue Price per share, plus all dividends declared but unpaid on such shares or (ii) the amount such holders would have received had all of their Series A preferred shares been converted into common shares immediately prior to such liquidation event. If upon any such liquidation event, the assets of the Company available for distribution were insufficient to permit payment in full to the holders of Series A preferred shares, the proceeds would be ratably distributed among the holders of Series A preferred shares in proportion to the respective amounts that they would have received if they were paid in full.

After payments have been made in full to the holders of Series A preferred shares, the remaining assets of the Company available for distribution would be distributed among the holders of common shares ratably in proportion to the number of shares held by each such holder.

Unless a majority of the holders of the then outstanding Series A preferred shares elected otherwise, a Deemed Liquidation Event would include a merger or consolidation (other than one in which shareholders of the Company own a majority by voting power of the outstanding shares of the surviving or acquiring corporation) or a sale, lease, transfer, exclusive license or other disposition of all or substantially all of the assets of the Company.

Redemption

The Company’s memorandum and articles of association, as amended and restated, did not provide redemption rights to the holders of Series A preferred shares.