UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 27, 2018
ContraVir Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
|
Delaware |
|
001-36856 |
|
46-2783806 |
|
(State or other jurisdiction |
|
(Commission |
|
IRS Employer |
|
of incorporation or organization) |
|
File Number) |
|
Identification No.) |
399 Thornall Street, First Floor
Edison, NJ 08837
(Address of principal executive offices)
Registrant’s telephone number, including area code: (732) 902-4000
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x
Item 8.01 Other Events
On August 27, 2018, ContraVir Pharmaceuticals, Inc. (the “Company”) filed as Exhibit 99.1 to this Current Report on Form 8-K a pro forma June 30, 2018 balance sheet giving pro forma effect to the receipt of net proceeds from the Company’s rights offering which closed on July 3, 2018.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
|
99.1 |
|
ContraVir Pharmaceuticals, Inc. pro forma June 30, 2018 Balance Sheet |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
Dated: August 27, 2018 |
|
|
|
|
|
|
||
|
|
CONTRAVIR PHARMACEUTICALS, INC. |
||
|
|
|
||
|
|
By: |
/s/ James Sapirstein |
|
|
|
|
James Sapirstein |
|
|
|
|
Chief Executive Officer |
|
ContraVir Pharmaceuticals, Inc.
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of June 30, 2018
|
|
|
Historical |
|
Pro Forma
|
|
|
|
Pro Forma |
|
|||
|
Assets |
|
|
|
|
|
|
|
|
|
|||
|
Current assets: |
|
|
|
|
|
|
|
|
|
|||
|
Cash |
|
$ |
2,580,356 |
|
$ |
10,126,000 |
|
(1) |
|
$ |
12.706,356 |
|
|
Prepaid expenses |
|
146,925 |
|
— |
|
|
|
146,925 |
|
|||
|
Deferred financing fees |
|
13,781 |
|
— |
|
|
|
13,781 |
|
|||
|
Total current assets |
|
2,741,062 |
|
10,126,000 |
|
|
|
12,867,062 |
|
|||
|
Property and equipment, net |
|
41,716 |
|
— |
|
|
|
41,716 |
|
|||
|
In process research and development |
|
3,190,000 |
|
— |
|
|
|
3,190,000 |
|
|||
|
Goodwill |
|
1,870,924 |
|
— |
|
|
|
1,870,924 |
|
|||
|
Other assets |
|
131,539 |
|
— |
|
|
|
131,539 |
|
|||
|
Total assets |
|
$ |
7,975,241 |
|
$ |
10,126,000 |
|
|
|
$ |
18,101,241 |
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Liabilities and Stockholders’ Equity\(Deficit) |
|
|
|
|
|
|
|
|
|
|||
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
|||
|
Accounts payable |
|
$ |
2,079,313 |
|
$ |
— |
|
|
|
$ |
2,079,313 |
|
|
Accrued liabilities |
|
920,322 |
|
— |
|
|
|
920,322 |
|
|||
|
Convertible debt |
|
2,000,000 |
|
— |
|
|
|
2,000,000 |
|
|||
|
Total current liabilities |
|
4,999,635 |
|
— |
|
|
|
4,999,635 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
|
Contingent consideration |
|
3,220,000 |
|
— |
|
|
|
3,220,000 |
|
|||
|
Deferred tax liability |
|
360,700 |
|
— |
|
|
|
360,700 |
|
|||
|
Deferred rent liability |
|
7,406 |
|
— |
|
|
|
7,406 |
|
|||
|
Derivative financial instruments at estimated value - warrants |
|
139,017 |
|
4,798,573 |
|
(1) |
|
4,937,590 |
|
|||
|
Total liabilities |
|
8,726,758 |
|
4,798,573 |
|
|
|
13,525,331 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
|
Stockholders’ (deficit)/equity |
|
|
|
|
|
|
|
|
|
|||
|
Convertible preferred stock, par value $0.0001 per share. Authorized 20,000,000 shares |
|
— |
|
— |
|
|
|
— |
|
|||
|
Series A convertible preferred stock, stated value $10.00 per share, 85,581 shares issued and outstanding at June 30, 2018 |
|
855,808 |
|
— |
|
|
|
855,808 |
|
|||
|
Series C convertible preferred stock , stated value $1,000 per share. 10,826 shares issued and outstanding at June 30, 2018. |
|
— |
|
5.327,427 |
|
(1) |
|
5.327,427 |
|
|||
|
Common stock , par value of $.0001 per share. Authorized 120,000,000 shares, 10,692,174 issued and outstanding at June 30, 2018. |
|
1,069 |
|
— |
|
|
|
1,069 |
|
|||
|
Additional paid-in capital |
|
72,125,806 |
|
— |
|
|
|
72,125,806 |
|
|||
|
Accumulated deficit |
|
(73,734,200 |
) |
— |
|
|
|
(73,734,200 |
) |
|||
|
Total stockholders’ (deficit)/equity |
|
(751,517 |
) |
5.327,427 |
|
|
|
4.575,910 |
|
|||
|
Total liabilities and stockholders’ equity |
|
$ |
7,975,241 |
|
$ |
10,126,000 |
|
|
|
$ |
18,101,241 |
|
(1) — On July 3, 2018, the Company completed a rights offering pursuant to its effective registration statement on Form S-1, as amended. The Company received net proceeds of $10.1 million after broker\dealer fees. Pursuant to the Rights Offering, the Company sold an aggregate of 10,826 units consisting of an aggregate 10,826 shares of Series C Preferred Stock and 6,223,204 warrants, with each warrant exercisable for one share of Common Stock at an exercise price of $1.55 per share. The Company evaluated the accounting for the warrants under ASC Topic 480, Distinguishing Liabilities from Equity , as well as ASC Topic 815, Derivatives and Hedging and determined that the warrants should be classified as a derivative liability totaling approximately $4.8 million.