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Subsequent Events
3 Months Ended
Mar. 31, 2017
Subsequent Events  
Subsequent Events

 

17.  Subsequent Events

 

For its unaudited consolidated financial statements as of March 31, 2017 and for the three months then ended, the Company evaluated subsequent events through June 16, 2017, the date on which those financial statements were issued.

 

Increase in Authorized Common Shares

 

On April 21, 2017, the Company effected an increase in the number of authorized common shares from 38,000,000 shares to 50,000,000 shares. Additionally, in connection with the completion of its IPO in May 2017, the Company amended its memorandum and articles of association to authorize the issuance of up to 200,000,000 no par value common shares and 10,000,000 no par value undesignated preferred shares.

 

2017 Equity Incentive Plan

 

In April 2017, the Company’s shareholders approved the 2017 Plan, which became effective on May 3, 2017 in connection with the Company’s IPO. The 2017 Plan provides for the grant of incentive share options, nonstatutory share options, share appreciation rights, restricted share awards, restricted share unit awards, performance-based share awards and other share-based awards. Additionally, the 2017 Plan provides for the grant of performance cash awards. The number of common shares potentially issuable under the 2017 Plan is 7,611,971 shares, which is the sum of (i) 2,712,741 newly reserved shares, (ii) 372 shares which remained available for issuance under the 2014 Plan upon the effectiveness of the 2017 Plan and (iii) the maximum number of common shares subject to outstanding awards under the 2014 Plan that could potentially expire or terminate for any reason prior to exercise or settlement; be forfeited because of the failure to meet a contingency or condition required to vest such shares or otherwise return to the Company; or be reacquired or withheld (or not issued) to satisfy a tax withholding obligation in connection with an award or to satisfy the exercise price of an award. The number of common shares that may be issued under the 2017 Plan may be increased by the Company’s board of directors on January 1 of each year, beginning on January 1, 2018 and continuing through and including January 1, 2027, by a number of common shares determined by the Company’s board of directors in an amount not to exceed 4% of the total number of common shares outstanding on December 31 of the preceding calendar year. The common shares underlying any awards that expire or are otherwise terminated, are settled in cash, are repurchased by the Company, or are reacquired in satisfaction of tax withholding obligations or as consideration for the exercise price of an award under the 2017 Plan will be added back to the common shares available for issuance under the 2017 Plan.

 

2017 Employee Share Purchase Plan

 

In April 2017, the Company’s shareholders approved the 2017 ESPP, which became effective on May 3, 2017 in connection with the Company’s IPO. A total of 339,139 common shares were initially reserved for issuance under this plan. The number of common shares that may be issued under the 2017 ESPP will automatically increase on January 1 of each year, beginning on January 1, 2018 and continuing through and including January 1, 2027, by the least of (i) 600,000 common shares, (ii) 1% of the total number of common shares outstanding on December 31 of the preceding calendar year and (iii) a number of shares determined by the Company’s board of directors.

 

Initial Public Offering

 

On May 3, 2017, the Company’s registration statement on Form S-1 relating to its IPO was declared effective by the SEC. The IPO closed on May 9, 2017 and the Company issued and sold 9,900,000 common shares at a public offering price of $17.00 per share for net proceeds of $152,889 after deducting underwriting discounts and commissions of $11,781 and other offering expenses of approximately $3,630. Upon the closing of the IPO, all convertible preferred shares then outstanding converted into an aggregate of 9,358,560 common shares.  Upon the conversion of the preferred shares, the remaining unamortized portion of the BCF of $8,006 was reclassified to additional paid-in-capital as a deemed dividend. In addition on May 9, 2017, the underwriters of the IPO fully exercised their option to purchase addition shares, and on May 11, 2017, the Company issued and sold 1,485,000 additional common shares for additional net proceeds of $23,478 after deducting underwriting discounts, commissions, and other offering costs. Thus, the aggregate net proceeds to the Company from the IPO, after deducting underwriting discounts and commissions and other offering costs, were $176,367.

 

In connection with the completion of its IPO, the Company issued an additional aggregate of 1,883,523 common shares to BMS and AstraZeneca in satisfaction of the obligation to contingently issue equity securities pursuant to the license agreements (see Note 12) for no additional consideration.  The contingent equity liabilities were adjusted to fair value of $32,020 immediately prior to the completion of the IPO, and upon issuance of the common shares, the contingent equity liabilities were reclassified to equity.

 

Payment of Notes Payable to Related Parties

 

In connection with the closing of the Company’s IPO in May 2017, the notes payable to related parties were paid in full, including principal of $595. Accrued and unpaid interest of $9 was paid in June of 2017.

 

Yale Agreement

 

The Yale Agreement provides for a change-of-control payment to Yale upon the occurrence of a change-of-control event, as defined in the agreement, including an IPO.  In April 2017, the agreement with Yale was amended such that if the change-of-control event is an IPO, the change-of-control payment shall be due to Yale on the first trading day when Yale is free to sell its equity interest in the Company and the change-of-control fee shall be reduced by the dollar value of Yale’s equity interest in the Company on the first trading day when Yale is free to sell its equity interest in the Company. Yale’s equity interest in the Company is subject to a lock-up agreement which generally restricts Yale’s shares from being traded until October 31, 2017, and accordingly, the amount due to Yale in connection with the change-of-control provision of the agreement, if any, will be determined upon expiration of the lock-up period. The Company will continue to remeasure the derivative liability to fair value at each reporting date and will recognize changes in the fair value of the derivative liability until the expiration of the lock-up period in October 2017 (see Note 17).

 

Purchases of Kleo Common Stock

 

In June 2017, the Company purchased 1,375,000 shares of Kleo common stock for cash consideration of $1,375 pursuant to its commitment under the Kleo SPA (see Note 5).