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Subsequent Events
9 Months Ended
Sep. 30, 2019
Subsequent Events [Abstract]  
Subsequent Events

7. Subsequent Events

Reclassification of Takeda Warrant

On October 11, 2019, the Company increased its authorized shares to 50,000,000.  As a result, there were sufficient authorized shares for the Takeda Warrant.  The Company will record an adjustment to the fair value of the Takeda Warrant as of October 11, 2019 and reclassify the balance from warrant liabilities to additional paid-in capital.

Initial Public Offering

On October 29, 2019, the Company completed its IPO whereby it sold 10,997,630 shares of common stock at a public offering price of $19.00 per share. In aggregate, the Company received net proceeds of approximately $191.4 million, after deducting underwriting discounts, commissions and offering costs of $17.6 million.

In addition, each of the following occurred in connection with the completion of our IPO on October 29, 2019:

 

the issuance of 6,107,918 shares of common stock upon the automatic conversion of the May 2019 Notes;

 

the expiration of the right granted to Takeda to receive an additional common stock warrant, or the Takeda Warrant Right.

The following table summarizes certain actual balance sheet data and pro forma balance sheet data to reflect the activities related to the Company’s IPO noted above, as of September 30, 2019 (in thousands):

 

 

 

September 30,

2019

 

 

Pro forma

September 30,

2019

 

Cash and cash equivalents

 

$

74,484

 

 

$

267,164

 

Prepaid expenses and other current assets

 

 

3,169

 

 

 

3,169

 

Property, plant and equipment, net

 

 

40

 

 

 

40

 

Other assets

 

 

2,013

 

 

 

 

Accounts payable and accrued expenses

 

 

4,891

 

 

 

1,996

 

Convertible promissory notes payable

 

 

95,229

 

 

 

 

Warrant liabilities

 

 

107,373

 

 

 

448

 

Long-term liabilities

 

 

24,674

 

 

 

24,674

 

Common stock

 

 

 

 

 

2

 

Additional paid in capital

 

 

5,952

 

 

 

401,665

 

Accumulated deficit

 

 

(158,413

)

 

 

(158,413

)

Total stockholder’s (deficit) equity

 

 

(152,461

)

 

 

243,254

 

 

In connection with the closing of its IPO on October 29, 2019, the Company will record an additional non-cash charge related to the final fair value adjustment of the convertible promissory notes payable. This final fair value adjustment is excluded from the table above.

2019 Incentive Award Plan

In October 2019, the board of directors adopted, and the Company’s stockholders approved the 2019 Equity Incentive Plan (the “2019 Plan”), which will become effective in connection with the IPO. Under the 2019 Plan, the Company may grant stock options, stock appreciation rights, restricted stock, restricted stock units and other awards to individuals who are then employees, officers, non-employee directors or consultants of the Company or its subsidiaries. An aggregate of 2,700,000 shares of the Company’s common stock will initially be available for issuance under awards granted pursuant to the 2019 Plan. The number of shares initially available for issuance will be increased by (i) the number of shares subject to stock options or similar awards granted under the Existing Incentive Plan that expire or otherwise terminate without having been exercised in full after the effective date of the 2019 Plan and unvested shares issued pursuant to awards granted under the Existing Incentive Plan that are forfeited to or repurchased by the Company after the effective date of the 2019 Plan, with the maximum number of shares to be added to the 2019 Plan pursuant to clause (i) above equal to 1,416,788 shares, and (ii) an annual increase on January 1 of each calendar year beginning in 2020 and ending in 2029, equal to the lesser of (a) 5% of the shares of common stock outstanding on the final day of the immediately preceding calendar year and (b) such smaller number of shares as determined by the board of directors.

Approval of the Employee Stock Purchase Plan

In October 2019, the board of directors adopted, and the Company’s stockholders approved, the Employee Stock Purchase Plan (the “ESPP”), which will become effective in connection with the IPO. The ESPP permits participants to purchase common stock through payroll deductions of up to 20% of their eligible compensation, which includes a participant’s gross base compensation for services to the Company, including overtime payments and excluding sales commissions, incentive compensation, bonuses, expense reimbursements, fringe benefits and other special payments. A total of 270,000 shares of common stock is initially reserved for issuance under the ESPP. In addition, the number of shares available for issuance under the ESPP will be annually increased on January 1 of each calendar year beginning in 2020 and ending in 2029, by an amount equal to the lesser of: (i) 1% of the shares outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares as is determined by the board of directors.