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Warrants
9 Months Ended
Sep. 30, 2017
Warrants  
Warrants

 

8.   Warrants

 

ALS Biopharma Warrants

 

On August 10, 2015, as partial consideration issued in connection with a license agreement with ALS Biopharma LLC (“ALS Biopharma”) (see Note 12), the Company issued to ALS Biopharma a warrant to purchase 275,000 common shares at an exercise price of $5.60 per share. The warrant was immediately exercisable upon issuance and expires 10 years from the issuance date. The warrant was classified as equity and recorded at its fair value on the date of issuance.

 

On August 10, 2015, in connection with the same license agreement, the Company issued to ALS Biopharma a warrant to purchase 325,000 common shares at an exercise price of $5.60 per share. The warrant became exercisable upon the Company’s filing of an investigational new drug application (“IND”) for a patented product under the license agreement, and expires 10 years from the issuance date. On May 31, 2016, the Company filed an IND for a patented product under the license agreement. The warrant was classified as equity and recorded at its fair value on May 31, 2016.

 

Guarantor and Co-Guarantor Warrants

 

The Company agreed to issue warrants to purchase $1,000 of common shares to each of the Guarantor and Co-Guarantor of the Credit Agreement (see Note 7), who are members of the Company’s board of directors (see Note 15). The number of common shares issuable upon exercise of each warrant is determined by dividing $1,000 by the price per share paid by investors in the Series A First Closing (see Note 9). On January 26, 2017, the Company issued the warrants to the Guarantor and Co-Guarantor, pursuant to which each director received a warrant to purchase 107,500 common shares at an exercise price of $9.2911 per share. The warrants are immediately exercisable and expire upon the second anniversary of the Company’s IPO.

 

As of December 31, 2016, the Company determined that the obligation to issue the warrants represented a liability that was considered outstanding for accounting purposes on August 30, 2016, the date the Company entered into the Credit Agreement. The Company classified the warrants as a liability on its consolidated balance sheet because each warrant represents a freestanding financial instrument that is not indexed to the Company’s own shares. As of September 30, 2017, the Company continued to classify these warrants as a liability on the consolidated balance sheet because the warrants contain anti-dilution price protection provisions through January 26, 2018. As a result, changes in the fair value of the warrant liability will continue to be recognized as a component of other income (expense), net until the earliest of (i) the exercise of the warrants, (ii) the expiration of the warrants or (iii) January 26, 2018. The warrant liability was initially recorded at fair value upon entering into the Credit Agreement and is subsequently remeasured to fair value at each reporting date. Changes in the fair value of the warrant liability are recognized as a component of other income (expense), net in the Company’s consolidated statement of operations and comprehensive loss.

 

The fair value of the warrant liability was determined to be $934 on the date of issuance. The Company remeasured the liability as of September 30, 2017 and December 31, 2016 and determined that the fair value of the warrant liability was $6,289 and $780, respectively. The Company recorded expense of $2,426 and $5,509 within other income (expense), net in the consolidated statements of operations for the three and nine months ended September 30, 2017, respectively.

 

Trout Warrants

 

On June 6, 2017, as partial consideration issued in connection with an agreement to perform investor relations services with The Trout Group LLC (“Trout”), the Company issued to Trout a warrant to purchase 6,751 common shares at an exercise price of $22.22 per share. The warrant was immediately exercisable upon issuance and expires 10 years from the issuance date. The warrant was classified as equity and recorded at its fair value of $93 on the date of issuance, with a corresponding adjustment to prepaid expenses and other current assets on the Company’s consolidated balance sheet.  The fair value of the warrant is being amortized on a straight-line basis over the one year term of the agreement.  The Company recorded general and administrative expense of $23 and $29 for the three and nine months ended September 30, 2017, respectively, for amortization of the issuance-date fair value of the warrant.