13. Subsequent Events
|6 Months Ended|
Jun. 30, 2019
|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 that there were no such events requiring recognition or disclosure in the financial statements except as described below.
The Public Offering
On July 17, 2019, the Company entered into an underwriting agreement (the "Underwriting Agreement") with Maxim Group LLC (the “Underwriter”), relating to the Company’s Offering of 1,730,000 shares (the “Shares”) of the Company’s Common Stock, par value $0.001 (the “Common Stock”), Prefunded Warrants to purchase 570,000 shares of Common Stock (the “Pre-Funded Warrants”), and warrants to purchase 2,300,000 shares of the Common Stock (the “Purchase Warrants,” and together with the Shares and the Pre-funded Warrants, the "Firm Securities"). Each Share (or Pre-funded Warrant purchased in lieu thereof) was sold together with one Purchase Warrant at a combined public offering price of $6.50 per Share (or Pre-funded Warrant) and Purchase Warrant. Pursuant to the Underwriting Agreement, the Company also granted the Underwriter a 45-day option to purchase up to an additional 345,000 shares of Common Stock and/or Purchase Warrants to purchase up to 345,000 shares of Common Stock (the "Additional Securities," and together with the Firm Securities, the "Securities"), at the public offering price less discounts and commissions.
The Securities were offered, issued, and sold pursuant to an effective Registration Statement on Form S-1 (Reg. No. 333-231508) and accompanying prospectus filed with the SEC under the Securities Act of 1933, as amended.
On July 19, 2019 (the “Closing Date”), the Company completed the Offering resulting in gross proceeds to the Company of approximately $15.0 million before deducting the underwriting discount and offering fees and expenses payable by the Company. In addition, on the Closing Date, the Underwriter exercised its overallotment option with respect to 160,000 Purchase Warrants, resulting in additional proceeds of $1,600. The Company intends to use the net proceeds from the Offering of approximately $13.4 million to fund its research, development and clinical programs, including the development of the XCART technology being acquired in the Transaction, and for other general corporate purposes. As of June 30, 2019, $0.2 million of costs incurred related to the Offering have been capitalized and are reflected in prepaid expenses and other in the condensed consolidated balance sheet. Subsequent to the Closing Date, Prefunded Warrants to purchase 450,000 shares of common stock were exercised resulting in $4,500 of net proceeds to the Company.
The Purchase Warrants are immediately exercisable at a price of $13.00 per share of Common Stock and expire five years from the date of issuance. The warrants began trading on NASDAQ on July 23, 2019 under the symbol “XBIOW.” The Purchase Warrants also provide that if the weighted-average price of Common Stock on any trading day on or after 30 days after issuance is lower than the then-applicable exercise price per share, each Purchase Warrant may be exercised, at the option of the holder, on a cashless basis for one share of Common Stock.
On July 16, 2019, the Company, in connection with the financing transaction, entered into a consent agreement with certain holders of warrants to purchase shares of the Company’s common stock whose consent was sought in connection with the financing transaction. In consideration of the holders’ consent, the Company agreed to (i) issue such holders an aggregate of 16,666 shares of the Company’s common stock and (ii) adjust the exercise price of those certain warrants issued to each holder in connection with the Company’s Reverse Stock Split on June 25, 2019.
On the Closing Date, the Company completed its previously announced agreement to acquire the XCART technology, pursuant to the Share Purchase Agreement and the OPKO Assignment Agreement. As consideration for the Transaction, the Company issued to the Sellers approximately 406,250 shares of Common Stock. Also, in connection with the Transaction, the Company issued an aggregate of approximately 218,750 shares of Common Stock to OPKO and the Institute in connection with the OPKO Assignment Agreement.
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.
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef