13. Subsequent Events
|9 Months Ended|
Sep. 30, 2015
|Subsequent Events [Abstract]|
The Company performed a review of events subsequent to the balance sheet date through the date the financial statements were issued and determined, except as disclosed herein, that there were no other such events requiring recognition or disclosure in the financial statements.
In November 2015, the Company entered into an Asset Purchase Agreement (the APA) with AS Kevelt, an Estonian company (Kevelt), and Pharmsynthez, parent of Kevelt (together referred to as the Sellers). Pursuant to the APA, Kevelt will transfer to the Company certain intellectual property rights with respect to the immunomodulatory product Virexxa held by Kevelt and the Sellers will grant the Company the worldwide right to develop, market and license Virexxa for all uses except for certain excluded uses in Russia, the Commonwealth of Independent States and certain other countries. In consideration, the Company will issue Pharmsynthez 100.5 million shares of its common stock. The APA also provides for the Companys issuance of 10% Senior Secured Convertible Promissory Notes of up to $3.5 million to Pharmsynthez (the New Notes) and warrants to purchase a number of shares of the Companys stock equal to 50% of the number of shares issuable under the New Notes. In the event that a New Note remains outstanding at April 30, 2016, Pharmsynthez shall be granted an additional warrant to purchase an additional number of shares of the Companys common stock equal to 50% of the number of shares issuable under the New Note. There is also a provision in the APA for the contingent sale of up to $6.5 million of the Companys common stock in the event of a public offering of at least $15 million. Also as part of the APA, Dmitry Genkin and Kirill Surkhov, shareholders and founders of Pharmsynthez, will assign a U.S. provisional patent application to the Company in exchange for 11 million shares of the Companys common stock.
In connection with the APA, certain terms in the Note and Warrants issued in July 2015 were modified to adjust the maturity and exercisable dates of the Note and Warrants, respectively.
The APA transaction is expected to be completed during the fourth quarter of 2015 and it is contingent upon the parties meeting their respective closing conditions as set forth in the APA.
The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.
No definition available.