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Subsequent Events
6 Months Ended
Jun. 30, 2018
Subsequent Events.  
Subsequent Events

Note 12.  Subsequent Events

 

The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the financial statements to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure.

 

Termination of Agreement and Plan of Merger

 

On July 10, 2018, BioCryst terminated the Merger Agreement following the July 10, 2018 special meeting of BioCryst stockholders at which BioCryst’s stockholders voted against the adoption of the Merger Agreement. 

 

In accordance with the Merger Agreement, BioCryst paid the Company a fixed expense reimbursement amount of $6 million in July 2018 in connection with the termination of the Merger Agreement.

 

Reverse Stock Split

 

On July 27, 2018, the Company implemented a 1-for-8 reverse split of its issued and outstanding shares of common stock, $0.001 par value per share (the “Reverse Split”), and set the number of its authorized shares of common stock to 70,000,000, as authorized at a special meeting of stockholders on June 20, 2018. The Reverse Split became effective on July 27, 2018 at 5:00 p.m., Eastern Time, and the Company’s common stock began trading on the Nasdaq Capital Market on a Reverse Split-adjusted basis at the opening of trading on July 30, 2018. As of a result of the Reverse Split, every eight shares of the Company’s issued and outstanding common stock were combined into one share of its common stock, except to the extent that the Reverse Split resulted in any of the Company’s stockholders owning a fractional share, which was settled in cash. In connection with the Reverse Split, there was no change in the nominal par value per share of $0.001. The Reverse Split did not change the number of authorized shares or par value of the Company’s preferred stock.

 

Note 12.  Subsequent Events (Continued)

 

Restructuring

 

In July 2018, the Company determined to wind-down its discovery operations, close its Cambridge, Massachusetts facility and reduce the workforce in Cambridge, Massachusetts that supports such operations. In connection with the reduction-in-workforce, 18 positions are being eliminated, primarily in the area of discovery, representing approximately 40% of the Company’s employees. The Company will incur one-time termination costs in connection with the reduction in workforce of approximately $2.9 million, which includes severance, benefits and related costs, for the quarter ended September 30, 2018. Additionally, the Company expects to incur non-cash fixed asset impairments of less than $1.0 million and to incur other cash expenditures in the third and fourth quarters of 2018 related to the wind-down of its Cambridge, Massachusetts facility, which are not expected to be material to the Company’s financial condition and results of the operations.

 

In connection with the closing of its Cambridge, Massachusetts facility, on July 27, 2018, the Company entered into a termination agreement with the landlord terminating the lease agreement, dated October 31, 2006, as amended, between the Company and the landlord effective September 30, 2018. The Company leased its facility at 167 Sidney Street in Cambridge, Massachusetts under the lease agreement.  Under the terms of the termination agreement, the Company has agreed to pay an early termination fee of $0.2 million.  The Company expects to record a charge for the $0.2 million early termination fee and a non-cash gain of $0.4 million due to the write-off of the remaining deferred rent liability associated with the lease in the third quarter of 2018.  The Company is consolidating its operations at its Exton, Pennsylvania location.