|
|
|
|
|
Delaware
|
|
001-36296
|
|
26-2025616
|
(State or Other Jurisdiction
of Incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer
Identification No.)
|
|
|
|
245 First Street, Suite 1800
Cambridge, MA
|
|
02142
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Item 2.01
|
Completion of Acquisition or Disposition of Assets
|
Item 9.01
|
Financial Statements and Exhibits
|
|
2.1
|
Share Purchase Agreement, effective as of September 20, 2016, by and between Eleven Biotherapeutics, Inc., Viventia Bio Inc., the selling shareholders of Viventia named therein, and Clairmark Investments Ltd., as representative of the selling shareholders (the Company hereby agrees to furnish supplementally a copy of any omitted schedules to the Securities and Exchange Commission upon request). Incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on September 21, 2016 (File No. 001-36296).
|
4.1
|
Registration Rights Agreement, dated as of September 20, 2016 by and among Eleven Biotherapeutics, Inc. and the shareholders named therein. Incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 21, 2016 (File No. 001-36296).
|
10.1†
|
License Agreement, effective January 13, 2003, as amended and restated on October 14, 2015, by and between The University of Zurich and Viventia Bio Inc. Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 21, 2016 (File No. 001-36296).
|
10.2†
|
Amended & Restated Exclusive License Agreement, dated October 14, 2015, by and between Merck KGaA and Viventia Bio Inc. Incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 21, 2016 (File No. 001-36296).
|
10.3
|
Registration Rights Agreement, dated as of September 20, 2016 by and among Eleven Biotherapeutics, Inc. and the shareholders named therein. Incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 21, 2016 (File No. 001-36296).Amended and Restated
|
10.4
|
Indenture, dated March 31, 2000, between 131-149 Hamelin Street Leaseholds Limited (successor in interest of Almad Investments Limited) and Viventia Bio Inc. (successor in interest of Viventia Biotech Inc.), as amended by Lease Amending Agreement, dated June 26, 2003, as further amended by Lease Amending Agreement, dated January 26, 2004, and as further amended by Letter Agreement, dated June 25, 2008, and as further amended by Lease Amending Agreement, dated September 16, 2015. Incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on September 21, 2016 (File No. 001-36296).
|
10.5
|
Separation Agreement, dated September 20, 2016, between Eleven Biotherapeutics, Inc. and Abbie C. Celniker. Incorporated herein by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on September 21, 2016 (File No. 001-36296).
|
10.6
|
Separation Agreement, dated September 20, 2016, between Eleven Biotherapeutics, Inc. and Karen L. Tubridy. Incorporated herein by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on September 21, 2016 (File No. 001-36296).
|
10.7
|
Retention Letter Agreement, dated September 20, 2016, between Eleven Biotherapeutics, Inc. and John J. McCabe. Incorporated herein by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on September 21, 2016 (File No. 001-36296).
|
10.8
|
Employment Agreement, dated September 20, 2016, between Eleven Biotherapeutics, Inc. and Stephen A. Hurly. Incorporated herein by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed on September 21, 2016 (File No. 001-36296).
|
10.9
|
Employment Agreement, dated September 20, 2016, between Eleven Biotherapeutics, Inc. and Arthur P. DeCillis. Incorporated herein by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K filed on September 21, 2016 (File No. 001-36296).
|
23.1*
|
Consent of PricewaterhouseCoopers LLP
|
99.1*
|
Audited consolidated financial statements of Viventia Bio Inc.
|
99.2*
|
Unaudited interim consolidated financial statements of Viventia Bio Inc.
|
99.3*
|
Unaudited pro forma combined consolidated financial statements
|
|
|
|
|
|
|
|
ELEVEN BIOTHERAPEUTICS, INC.
|
||
|
|
|
||
Date: December 6, 2016
|
|
By:
|
|
/s/ John J. McCabe
|
|
|
|
|
John J. McCabe
Chief Financial Officer
|
Exhibit
No.
|
Description
|
2.1
|
Share Purchase Agreement, effective as of September 20, 2016, by and between Eleven Biotherapeutics, Inc., Viventia Bio Inc., the selling shareholders of Viventia named therein, and Clairmark Investments Ltd., as representative of the selling shareholders (the Company hereby agrees to furnish supplementally a copy of any omitted schedules to the Securities and Exchange Commission upon request). Incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on September 21, 2016 (File No. 001-36296).
|
4.1
|
Registration Rights Agreement, dated as of September 20, 2016 by and among Eleven Biotherapeutics, Inc. and the shareholders named therein. Incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 21, 2016 (File No. 001-36296).
|
10.1
†
|
License Agreement, effective January 13, 2003, as amended and restated on October 14, 2015, by and between The University of Zurich and Viventia Bio Inc. Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 21, 2016 (File No. 001-36296).
|
10.2
†
|
Amended & Restated Exclusive License Agreement, dated October 14, 2015, by and between Merck KGaA and Viventia Bio Inc. Incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 21, 2016 (File No. 001-36296).
|
10.3
|
Amended and Restated License Agreement, dated October 17, 2014, by and between Clairmark Investments Ltd. (successor in interest of Protoden Technologies Inc.) and Viventia Bio Inc. Incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on September 21, 2016 (File No. 001-36296).
|
10.4
|
Indenture, dated March 31, 2000, between 131-149 Hamelin Street Leaseholds Limited (successor in interest of Almad Investments Limited) and Viventia Bio Inc. (successor in interest of Viventia Biotech Inc.), as amended by Lease Amending Agreement, dated June 26, 2003, as further amended by Lease Amending Agreement, dated January 26, 2004, and as further amended by Letter Agreement, dated June 25, 2008, and as further amended by Lease Amending Agreement, dated September 16, 2015. Incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on September 21, 2016 (File No. 001-36296).
|
10.5
|
Separation Agreement, dated September 20, 2016, between Eleven Biotherapeutics, Inc. and Abbie C. Celniker. Incorporated herein by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on September 21, 2016 (File No. 001-36296).
|
10.6
|
Separation Agreement, dated September 20, 2016, between Eleven Biotherapeutics, Inc. and Karen L. Tubridy. Incorporated herein by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on September 21, 2016 (File No. 001-36296).
|
10.7
|
Retention Letter Agreement, dated September 20, 2016, between Eleven Biotherapeutics, Inc. and John J. McCabe.. Incorporated herein by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on September 21, 2016 (File No. 001-36296).
|
10.8
|
Employment Agreement, dated September 20, 2016, between Eleven Biotherapeutics, Inc. and Stephen A. Hurly. Incorporated herein by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed on September 21, 2016 (File No. 001-36296).
|
10.9
|
Employment Agreement, dated September 20, 2016, between Eleven Biotherapeutics, Inc. and Arthur P. DeCillis. Incorporated herein by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K filed on September 21, 2016 (File No. 001-36296).
|
23.1*
|
Consent of PricewaterhouseCoopers LLP
|
99.1*
|
Audited consolidated financial statements of Viventia Bio Inc.
|
99.2*
|
Unaudited interim consolidated financial statements of Viventia Bio Inc.
|
99.3*
|
Unaudited pro forma combined condensed consolidated financial statements
|
†
|
Confidential treatment requested as to portions of the exhibit. Confidential materials omitted and filed separately with the Securities and Exchange Commission.
|
|
/s/ PricewaterhouseCoopers LLP
|
Winnipeg, Manitoba
|
December 6, 2016
|
|
|
|
Page
|
|
|
|
|
Report of Independent Auditors
|
2
|
|
|
Consolidated Balance Sheets
|
3
|
|
|
Consolidated Statements of Operations
|
4
|
|
|
Consolidated Statements of Comprehensive Loss
|
5
|
|
|
Consolidated Statements of Shareholders’ Deficit
|
6
|
|
|
Consolidated Statements of Cash Flows
|
7
|
|
|
Notes to Consolidated Financial Statements
|
8
|
|
December 31,
|
|||||
|
2015
|
2014
|
||||
|
|
|
||||
Assets
|
|
|
||||
Current assets:
|
|
|
||||
Cash and cash equivalents
|
$
|
260
|
|
$
|
205
|
|
Tax credit receivables
|
589
|
|
405
|
|
||
Prepaid expenses and other current assets
|
100
|
|
83
|
|
||
Total current assets
|
949
|
|
693
|
|
||
|
|
|
||||
Property and equipment, net
|
297
|
|
328
|
|
||
Total assets
|
$
|
1,246
|
|
$
|
1,021
|
|
|
|
|
||||
Liabilities and shareholders' deficit
|
|
|
||||
Current liabilities:
|
|
|
||||
Accounts payable
|
$
|
1,846
|
|
$
|
511
|
|
Accrued liabilities
|
795
|
|
696
|
|
||
Current portion of related party payable
|
100
|
|
—
|
|
||
Current portion of capital lease obligation
|
3
|
|
2
|
|
||
Total current liabilities
|
2,744
|
|
1,209
|
|
||
|
|
|
||||
Shareholder note payable
|
18,930
|
|
8,609
|
|
||
Accrued interest on shareholder note payable
|
1,030
|
|
396
|
|
||
Long-term portion of capital lease obligation
|
—
|
|
3
|
|
||
Total liabilities
|
22,704
|
|
10,217
|
|
||
|
|
|
||||
Commitments and contingencies (Note 5)
|
|
|
||||
|
|
|
||||
Shareholders’ deficit:
|
|
|
||||
Class A redeemable preferred shares; no par value, nil shares authorized, issued, and outstanding as of December 31, 2015 and 2014 (redemption and liquidation value: $0 as of December 31, 2015 and 2014)
|
-
|
|
-
|
|
||
Preferred shares; no par value, unlimited shares authorized as of December 31, 2015 and 2014, nil shares issued and outstanding as of December 31, 2015 and 2014
|
-
|
|
-
|
|
||
Common shares; no par value, unlimited shares authorized, and 13,080,000 and 13,000,000 issued and outstanding as of December 31, 2015 and 2014, respectively
|
-
|
|
-
|
|
||
Class A common shares; no par value, nil shares authorized, issued, and outstanding as of December 31, 2015 and 2014
|
-
|
|
-
|
|
||
Class B common shares; no par value, nil shares authorized, issued, and outstanding as of December 31, 2015 and 2014
|
-
|
|
-
|
|
||
Additional paid-in capital
|
17,097
|
|
16,567
|
|
||
Accumulated other comprehensive income
|
3,122
|
|
633
|
|
||
Accumulated deficit
|
(41,677)
|
|
(26,396)
|
|
||
Total shareholders' deficit
|
(21,458)
|
|
(9,196)
|
|
||
Total liabilities and shareholders’ deficit
|
$
|
1,246
|
|
$
|
1,021
|
|
|
Years ended December 31,
|
||||||||||
|
2015
|
2014
|
2013
|
||||||||
Operating expenses:
|
|
|
|
||||||||
Research and development
|
$
|
8,226
|
|
$
|
3,950
|
|
$
|
3,678
|
|
||
General and administrative
|
5,375
|
|
2,216
|
|
1,249
|
|
|||||
Total operating expenses
|
13,601
|
|
6,166
|
|
4,927
|
|
|||||
Loss from operations
|
(13,601
|
)
|
(6,166
|
)
|
(4,927
|
)
|
|||||
Other income (expense):
|
|
|
|
||||||||
Interest expense on shareholder note payable
|
(769
|
)
|
(340
|
)
|
(82
|
)
|
|||||
Foreign exchange loss and other income
|
(867
|
)
|
1
|
|
1
|
|
|||||
Total other income (expense)
|
(1,636
|
)
|
(339
|
)
|
(81
|
)
|
|||||
Loss before income taxes
|
(15,237
|
)
|
(6,505
|
)
|
(5,008
|
)
|
|||||
Provision for income taxes
|
44
|
|
—
|
|
—
|
|
|||||
Net loss
|
$
|
(15,281
|
)
|
$
|
(6,505
|
)
|
$
|
(5,008
|
)
|
|
Years ended December 31,
|
||||||||
|
2015
|
2014
|
2013
|
||||||
|
|
|
|
||||||
Net loss
|
$
|
(15,281
|
)
|
$
|
(6,505
|
)
|
$
|
(5,008
|
)
|
Other comprehensive income:
|
|
|
|
||||||
Foreign currency translation adjustments
|
2,489
|
|
560
|
|
73
|
|
|||
Other comprehensive income
|
2,489
|
|
560
|
|
73
|
|
|||
Comprehensive loss
|
$
|
(12,792
|
)
|
$
|
(5,945
|
)
|
$
|
(4,935
|
)
|
|
Redeemable Preferred Shares
|
Common Shares
|
Additional
Paid-in Capital |
Accumulated
Other Comprehensive Income |
Accumulated
Deficit |
Total
|
||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
||||||||||||||||
Balances as of January 1, 2013
|
—
|
|
$ —
|
|
1
|
|
$ —
|
|
$ —
|
|
$ —
|
|
$ —
|
|
$ —
|
|
||||
Issuance of Class A redeemable preferred shares in exchange for assets
|
|
|
|
|
|
|
|
|
||||||||||||
and licensed technology of common control entity (see Note 1)
|
16,000,000
|
|
16,001
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(14,883
|
)
|
1,118
|
|
||||
Payments made on behalf of the Company by related party
|
—
|
|
—
|
|
—
|
|
—
|
|
582
|
|
—
|
|
—
|
|
582
|
|
||||
Net loss
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(5,008
|
)
|
(5,008
|
)
|
||||
Foreign currency translation adjustments
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
73
|
|
—
|
|
73
|
|
||||
Balances as of December 31, 2013
|
16,000,000
|
|
16,001
|
|
1
|
|
—
|
|
582
|
|
73
|
|
(19,891
|
)
|
(3,235
|
)
|
||||
Conversion of redeemable preferred shares to common shares
|
(16,000,000
|
)
|
(16,001
|
)
|
12,999,999
|
|
—
|
|
102,440
|
|
—
|
|
—
|
|
86,439
|
|
||||
Deemed dividend on conversion of redeemable preferred shares to common shares
|
—
|
|
—
|
|
—
|
|
—
|
|
(86,440
|
)
|
—
|
|
—
|
|
(86,440
|
)
|
||||
Return of capital to related party
|
—
|
|
—
|
|
—
|
|
—
|
|
(15
|
)
|
—
|
|
—
|
|
(15
|
)
|
||||
Stock-based compensation
|
—
|
|
—
|
|
—
|
|
—
|
|
1,714
|
|
—
|
|
—
|
|
1,714
|
|
||||
Cancellation of stock-award and reversal of stock-based compensation
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,714
|
)
|
—
|
|
—
|
|
(1,714
|
)
|
||||
Net loss
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(6,505
|
)
|
(6,505
|
)
|
||||
Foreign currency translation adjustments
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
560
|
|
—
|
|
560
|
|
||||
Balances as of December 31, 2014
|
—
|
|
—
|
|
13,000,000
|
|
—
|
|
16,567
|
|
633
|
|
(26,396
|
)
|
(9,196
|
)
|
||||
Stock-based compensation
|
—
|
|
—
|
|
—
|
|
—
|
|
402
|
|
—
|
|
—
|
|
402
|
|
||||
Contributions from related party
|
—
|
|
—
|
|
|
—
|
|
128
|
|
—
|
|
—
|
|
128
|
|
|||||
Issuance of common stock
|
|
|
80,000
|
|
|
__
|
|
__
|
|
—
|
|
—
|
|
|||||||
Net loss
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(15,281
|
)
|
(15,281
|
)
|
||||
Foreign currency translation adjustments
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2,489
|
|
—
|
|
2,489
|
|
||||
Balances as of December 31, 2015
|
—
|
|
$ —
|
|
13,080,000
|
|
$
—
|
|
$
|
17,097
|
|
$
|
3,122
|
|
$
|
(41,677
|
)
|
$
|
(21,458
|
)
|
|
Years ended December 31,
|
||||||||
|
2015
|
2014
|
2013
|
||||||
|
|
|
|
||||||
Cash flows from operating activities:
|
|
|
|
||||||
Net loss
|
$
|
(15,281
|
)
|
$
|
(6,505
|
)
|
$
|
(5,008
|
)
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
||||||
Depreciation and amortization
|
205
|
|
371
|
|
415
|
|
|||
Stock-based compensation
|
402
|
|
—
|
|
—
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
||||||
Tax credit receivables
|
(272)
|
|
(121)
|
|
(326)
|
|
|||
Prepaid expenses and other current assets
|
(32)
|
|
(7)
|
|
53
|
|
|||
Accounts payable
|
1,534
|
|
334
|
|
217
|
|
|||
Related party payable
|
870
|
|
97
|
|
342
|
|
|||
Accrued liabilities
|
232
|
|
153
|
|
427
|
|
|||
Net cash used in operating activities
|
(12,342)
|
|
(5,678)
|
|
(3,880)
|
|
|||
Cash flows from investing activities:
|
|
|
|
||||||
Purchases of property and equipment
|
(226)
|
|
(32)
|
|
(12)
|
|
|||
Net cash used in investing activities
|
(226)
|
|
(32)
|
|
(12)
|
|
|||
Cash flows from financing activities:
|
|
|
|
||||||
Repayments of capital lease obligation
|
(2)
|
|
(2)
|
|
(3)
|
|
|||
Proceeds from shareholder note payable
|
12,892
|
|
5,724
|
|
4,131
|
|
|||
Net cash provided by financing activities
|
12,890
|
|
5,722
|
|
4,128
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(267)
|
|
(24)
|
|
(19)
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
55
|
|
(12)
|
|
217
|
|
|||
Cash and cash equivalents at beginning of year
|
205
|
|
217
|
|
—
|
|
|||
Cash and cash equivalents at end of year
|
$
|
260
|
|
$
|
205
|
|
$
|
217
|
|
|
|
|
|
||||||
Supplemental cash flow information:
|
|
|
|
||||||
Non-cash investing and financing activities:
|
|
|
|
||||||
Property and equipment acquired with shares
|
$ —
|
|
$ —
|
|
$
|
1,130
|
|
|
December 31,
|
|||||
|
2015
|
2014
|
||||
|
|
|||||
Prepaid insurance
|
$
|
37
|
|
$
|
30
|
|
Professional services retainer
|
15
|
|
29
|
|
||
Deferred tax asset
|
3
|
|
-
|
|
||
Other
|
45
|
|
24
|
|
||
|
$
|
100
|
|
$
|
83
|
|
|
December 31,
|
|||||
|
2015
|
2014
|
||||
|
|
|
||||
Research equipment
|
$
|
4,500
|
|
$
|
7,207
|
|
Leasehold improvements
|
1,875
|
|
2,243
|
|
||
Computer hardware and software
|
365
|
|
743
|
|
||
Office equipment
|
212
|
|
316
|
|
||
Total property and equipment
|
6,952
|
|
10,509
|
|
||
Less accumulated depreciation and amortization
|
(6,655
|
)
|
(10,181
|
)
|
||
Property and equipment, net
|
$
|
297
|
|
$
|
328
|
|
|
As of December 31,
|
|||||
|
2015
|
2014
|
||||
|
|
|
||||
Professional services
|
$
|
337
|
|
$
|
397
|
|
Payroll and related accruals
|
246
|
|
213
|
|
||
Tax accruals
|
45
|
|
—
|
|
||
Accrued director fees
|
61
|
|
—
|
|
||
Other accruals
|
106
|
|
86
|
|
||
Total accrued liabilities
|
$
|
795
|
|
$
|
696
|
|
Year ending December 31,
|
Winnipeg
|
Philadelphia
|
Total
|
||||||
2016
|
$
|
296
|
|
$
|
38
|
|
$
|
334
|
|
2017
|
296
|
|
-
|
|
296
|
|
|||
2018
|
296
|
|
-
|
|
296
|
|
|||
2019
|
296
|
|
-
|
|
296
|
|
|||
2020
|
223
|
|
-
|
|
223
|
|
|||
Total minimum payments
|
$
|
1,407
|
|
$
|
38
|
|
$
|
1,445
|
|
Year ending December 31,
|
Payments
|
||
2016
|
$
|
180
|
|
2017
|
180
|
|
|
2018
|
180
|
|
|
2019
|
180
|
|
|
2020
|
180
|
|
|
Thereafter
|
609
|
|
|
Total minimum payments
|
$
|
1,509
|
|
|
|
Shares
|
|
Weighted-
average exercise price |
|
Weighted-
average grant date fair value |
|
Weighted-
average remaining contractual term (in years) |
|
Aggregate
intrinsic value |
|||||||
Outstanding at December 31, 2014:
|
|
—
|
|
|
—
|
|
|
|
|
|
|
—
|
|
||||
Granted
|
|
235,000
|
|
|
$
|
7.88
|
|
|
$
|
5.03
|
|
|
—
|
|
|
|
|
Forfeited
|
|
(15,000)
|
|
|
$
|
7.88
|
|
|
|
|
|
|
|
||||
Outstanding at December 31, 2015:
|
|
220,000
|
|
|
$
|
7.88
|
|
|
|
|
9.4
|
|
|
—
|
|
||
Exercisable at December 31, 2015
|
|
—
|
|
|
$
|
—
|
|
|
|
|
—
|
|
|
—
|
|
||
Vested and expected to vest at
December 31, 2015 |
|
198,000
|
|
|
$
|
7.88
|
|
|
|
|
9.4
|
|
|
—
|
|
|
Year ended December 31,
|
||||||||
|
2015
|
2014
|
2013
|
||||||
Research and development
|
$
|
88
|
|
$
|
—
|
|
$
|
—
|
|
General and administrative
|
314
|
|
—
|
|
—
|
|
|||
Total stock-based compensation expense
|
$
|
402
|
|
$
|
—
|
|
$
|
—
|
|
|
Year ended December 31,
|
|||||
|
2015
|
2014
|
2013
|
|||
Tax at Canadian statutory rate
|
27.0
|
%
|
27.0
|
%
|
27.0
|
%
|
Permanent differences
|
-1.4
|
%
|
-0.1
|
%
|
-0.5
|
%
|
Rate difference on opening future tax balances
|
—
|
%
|
—
|
%
|
1.1
|
%
|
Deferred tax asset valuation allowance
|
-25.90
|
%
|
-26.90
|
%
|
-27.60
|
%
|
Total
|
-0.3
|
%
|
—
|
%
|
—
|
%
|
|
|
|
||||
|
As of December 31,
|
|||||
|
2015
|
2014
|
||||
Property and equipment
|
$
|
502
|
|
$
|
468
|
|
Cumulative eligible capital
|
635
|
|
339
|
|
||
Net operating loss carryforwards
|
4,455
|
|
2,135
|
|
||
Investment tax credits
|
431
|
|
315
|
|
||
Scientific Research and Experimental Development Pool
|
628
|
|
383
|
|
||
Other
|
120
|
|
2
|
|
||
Total deferred tax assets
|
6,771
|
|
3,642
|
|
||
Deferred tax liability – Investment tax credits
|
(122
|
)
|
(90
|
)
|
||
Net deferred tax assets
|
6,649
|
|
3,552
|
|
||
Less: Valuation allowance
|
(6,646
|
)
|
(3,552
|
)
|
||
Total net deferred tax assets
|
$
|
3
|
|
$
|
—
|
|
|
|
|
Page
|
|
|
|
|
|
|
Consolidated Balance Sheets
|
2
|
|
|
Consolidated Statements of Operations
|
3
|
|
|
Consolidated Statements of Comprehensive Loss
|
4
|
|
|
Consolidated Statements of Shareholders’ Deficit
|
5
|
|
|
Consolidated Statements of Cash Flows
|
6
|
|
|
Notes to Consolidated Financial Statements
|
7
|
|
June 30,
|
December 31,
|
||||
|
2016
|
2015
|
||||
Assets
|
|
|
||||
Current assets:
|
|
|
||||
Cash and cash equivalents
|
$
|
89
|
|
$
|
260
|
|
Tax credit receivables
|
867
|
|
589
|
|
||
Prepaid expenses and other current assets
|
54
|
|
100
|
|
||
Total current assets
|
1,010
|
|
949
|
|
||
|
|
|
||||
Property and equipment, net
|
294
|
|
297
|
|
||
Total assets
|
$
|
1,304
|
|
$
|
1,246
|
|
|
|
|
||||
Liabilities and shareholders' deficit
|
|
|
||||
Current liabilities:
|
|
|
||||
Accounts payable
|
$
|
1,498
|
|
$
|
1,846
|
|
Accrued liabilities
|
1,266
|
|
795
|
|
||
Current portion of related party payable
|
50
|
|
100
|
|
||
Capital lease obligation
|
—
|
|
3
|
|
||
Total current liabilities
|
2,814
|
|
2,744
|
|
||
|
|
|
||||
Shareholder note payable
|
26,077
|
|
18,930
|
|
||
Accrued interest on shareholder note payable
|
1,671
|
|
1,030
|
|
||
Total liabilities
|
30,562
|
|
22,704
|
|
||
|
|
|
||||
Commitments and contingencies (Note 5)
|
|
|
||||
|
|
|
||||
Shareholders’ deficit:
|
|
|
||||
Preferred shares; no par value, unlimited shares authorized as of June 30, 2016 and December 31, 2015, nil shares issued and outstanding as of June 30, 2016 and December, 2015
|
-
|
|
-
|
|
||
Common shares; no par value, unlimited shares authorized, and 13,080,000 shares issued and outstanding as of June 30, 2016 and December 31, 2015
|
-
|
|
-
|
|
||
Additional paid-in capital
|
17,360
|
|
17,097
|
|
||
Accumulated other comprehensive income
|
3,122
|
|
3,122
|
|
||
Accumulated deficit
|
(49,740
|
)
|
(41,677
|
)
|
||
Total shareholders' deficit
|
(29,258
|
)
|
(21,458
|
)
|
||
Total liabilities and shareholders’ deficit
|
$
|
1,304
|
|
$
|
1,246
|
|
|
Six months ended June 30,
|
|||||
|
2016
|
2015
|
||||
Operating expenses:
|
|
|
||||
Research and development
|
$
|
5,057
|
|
$
|
2,809
|
|
General and administrative
|
2,347
|
|
1,769
|
|
||
Total operating expenses
|
7,404
|
|
4,578
|
|
||
Loss from operations
|
(7,404
|
)
|
(4,578
|
)
|
||
Other income (expense):
|
|
|
||||
Interest expense on shareholder note payable
|
(642
|
)
|
(286
|
)
|
||
Foreign exchange loss and other
|
(1
|
)
|
—
|
|
||
Total other income (expense)
|
(643
|
)
|
(286
|
)
|
||
Loss before income taxes
|
(8,047
|
)
|
(4,864
|
)
|
||
Provision for income taxes
|
16
|
|
—
|
|
||
Net loss
|
$
|
(8,063
|
)
|
$
|
(4,864
|
)
|
|
Six months ended June 30,
|
|||||
|
2016
|
2015
|
||||
Net loss
|
$
|
(8,063
|
)
|
$
|
(4,864
|
)
|
Other comprehensive income:
|
|
|
||||
Foreign currency translation adjustments
|
—
|
|
(224
|
)
|
||
Other comprehensive income
|
—
|
|
(224
|
)
|
||
Comprehensive loss
|
$
|
(8,063
|
)
|
$
|
(5,088
|
)
|
|
Preferred Shares
|
Common Shares
|
Additional
Paid-in Capital |
Accumulated
Other Comprehensive Income |
Accumulated
Deficit |
Total
|
||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
||||||||||||||||||
Balances as of December 31, 2015
|
—
|
|
$
|
—
|
|
13,080,000
|
|
$
|
—
|
|
$
|
17,097
|
|
$
|
3,122
|
|
$
|
(41,677
|
)
|
$
|
(21,458
|
)
|
Stock-based compensation
|
—
|
|
—
|
|
—
|
|
—
|
|
263
|
|
—
|
|
—
|
|
263
|
|
||||||
Net loss
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(8,063
|
)
|
(8,063
|
)
|
||||||
Balances as of June 30, 2016
|
—
|
|
$
|
—
|
|
13,080,000
|
|
$
|
—
|
|
$
|
17,360
|
|
$
|
3,122
|
|
$
|
(49,740
|
)
|
$
|
(29,258
|
)
|
|
Six months ended June 30,
|
|||||
|
2016
|
2015
|
||||
Cash flows from operating activities:
|
|
|
||||
Net loss
|
$
|
(8,063
|
)
|
$
|
(4,864
|
)
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
||||
Depreciation and amortization
|
53
|
|
133
|
|
||
Stock-based compensation
|
263
|
|
138
|
|
||
Changes in operating assets and liabilities:
|
|
|
||||
Tax credit receivables
|
(278
|
)
|
(199
|
)
|
||
Prepaid expenses and other current assets
|
46
|
|
(24
|
)
|
||
Accounts payable
|
(348
|
)
|
298
|
|
||
Related party payable
|
591
|
|
336
|
|
||
Accrued liabilities
|
471
|
|
192
|
|
||
Net cash used in operating activities
|
(7,265
|
)
|
(3,990
|
)
|
||
Cash flows from investing activities:
|
|
|
||||
Purchases of property and equipment
|
(50
|
)
|
(161
|
)
|
||
Net cash used in investing activities
|
(50
|
)
|
(161
|
)
|
||
Cash flows from financing activities:
|
|
|
||||
Repayments of capital lease obligation
|
(3
|
)
|
(2
|
)
|
||
Proceeds from shareholder note payable
|
7,147
|
|
4,234
|
|
||
Net cash provided by financing activities
|
7,144
|
|
4,232
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
(13
|
)
|
||
Net (decrease) increase in cash and cash equivalents
|
(171
|
)
|
68
|
|
||
Cash and cash equivalents at beginning of period
|
260
|
|
205
|
|
||
Cash and cash equivalents at end of period
|
$
|
89
|
|
$
|
273
|
|
Supplemental cash flow information:
|
|
|
||||
Income Tax Paid
|
$
|
9
|
|
$
|
—
|
|
|
June 30,
|
December 31,
|
||||
|
2016
|
2015
|
||||
Deferred tax asset
|
$
|
19
|
|
$
|
3
|
|
Professional services retainer
|
7
|
|
15
|
|
||
Prepaid insurance
|
2
|
|
37
|
|
||
Other
|
26
|
|
45
|
|
||
|
$
|
54
|
|
$
|
100
|
|
|
June 30,
|
December 31,
|
||||
|
2016
|
2015
|
||||
|
|
|
||||
Research equipment
|
$
|
4,536
|
|
$
|
4,500
|
|
Leasehold improvements
|
1,876
|
|
1,875
|
|
||
Computer hardware and software
|
378
|
|
365
|
|
||
Office equipment
|
212
|
|
212
|
|
||
Total property and equipment
|
7,002
|
|
6,952
|
|
||
Less accumulated depreciation and amortization
|
(6,708
|
)
|
(6,655
|
)
|
||
Property and equipment, net
|
$
|
294
|
|
$
|
297
|
|
|
June 30,
|
December 31,
|
||||
|
2016
|
2015
|
||||
Professional services
|
$
|
540
|
|
$
|
337
|
|
Payroll and related accruals
|
337
|
|
246
|
|
||
Clinical accruals
|
288
|
|
-
|
|
||
Tax accruals
|
18
|
|
45
|
|
||
Accrued director fees
|
11
|
|
61
|
|
||
Other accruals
|
72
|
|
106
|
|
||
Total accrued liabilities
|
$
|
1,266
|
|
$
|
795
|
|
|
|
Shares
|
|
Weighted-
average exercise price |
|
Weighted-
average grant- date fair value |
|
Weighted-
average remaining contractual term (in years) |
|
Aggregate
intrinsic value |
||||||
Outstanding at December 31, 2015:
|
|
220,000
|
|
|
$
|
7.88
|
|
|
|
|
9.4
|
|
|
$
|
—
|
|
Exercisable at December 31, 2015
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
||
Vested and expected to vest at
December 31, 2015 |
|
198,000
|
|
|
7.88
|
|
|
|
|
9.4
|
|
|
—
|
|
||
Exercisable at June 30, 2016
|
|
55,000
|
|
|
$
|
7.88
|
|
|
|
|
8.9
|
|
|
$
|
—
|
|
Vested and expected to vest at
June 30, 2016 |
|
198,000
|
|
|
$
|
7.88
|
|
|
|
|
8.9
|
|
|
$
|
—
|
|
|
Shares
|
|
Non-vested shares as of December 31, 2015
|
1,502,225
|
|
RSAs vested
|
(13,332
|
)
|
Non-vested shares as of June 30, 2016
|
1,488,893
|
|
|
Six Months Ended
June 30,
|
|||||
|
2016
|
2015
|
||||
Research and development
|
$
|
67
|
|
$
|
22
|
|
General and administrative
|
196
|
|
116
|
|
||
Total stock-based compensation expense
|
$
|
263
|
|
$
|
138
|
|
ELEVEN BIOTHERAPEUTICS, INC.
|
||||||||||||||||||||||||||||||||||
UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED BALANCE SHEET
|
||||||||||||||||||||||||||||||||||
AS OF JUNE 30, 2016
|
||||||||||||||||||||||||||||||||||
(In thousands, except per share amounts)
|
||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
Eleven Biotherapeutics, Inc.
|
|
Viventia Bio Inc.
|
|
Pro Forma
|
|
|
|
Pro Forma
|
|
Pro Forma
|
|
|
|
Pro Forma Combined
|
||||||||||||
|
|
|
|
|
|
|
|
Historical
|
|
Historical
|
|
Adjustments
(1)
|
|
Notes
|
|
Combined
|
|
Adjustments
(2)
|
|
Notes
|
|
Adjusted
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Cash and cash equivalents
|
|
$
|
8,484
|
|
|
$
|
89
|
|
|
$
|
(4,050
|
)
|
|
(a)(l)
|
|
$
|
4,523
|
|
|
$
|
29,900
|
|
|
(m)
|
|
$
|
34,423
|
|
|||||
|
Prepaid expenses and other current assets
|
|
350
|
|
|
921
|
|
|
(558
|
)
|
|
(b)(c)
|
|
713
|
|
|
(38
|
)
|
|
(n)
|
|
675
|
|
|||||||||||
|
|
|
|
|
Total current assets
|
|
8,834
|
|
|
1,010
|
|
|
(4,608
|
)
|
|
|
|
5,236
|
|
|
29,862
|
|
|
|
|
35,098
|
|
|||||||
Property and equipment, net
|
|
314
|
|
|
294
|
|
|
573
|
|
|
(d)
|
|
1,181
|
|
|
|
|
|
|
1,181
|
|
|||||||||||||
Restricted cash
|
|
119
|
|
|
—
|
|
|
|
|
|
|
119
|
|
|
|
|
|
|
119
|
|
||||||||||||||
Intangible assets
|
|
—
|
|
|
—
|
|
|
36,200
|
|
|
(e)
|
|
36,200
|
|
|
|
|
|
|
36,200
|
|
|||||||||||||
Goodwill
|
|
—
|
|
|
—
|
|
|
10,494
|
|
|
(f)
|
|
10,494
|
|
|
|
|
|
|
10,494
|
|
|||||||||||||
Total assets
|
|
$
|
9,267
|
|
|
$
|
1,304
|
|
|
$
|
42,659
|
|
|
|
|
$
|
53,230
|
|
|
$
|
29,862
|
|
|
|
|
$
|
83,092
|
|
||||||
Liabilities and stockholders' equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Accounts payable
|
|
$
|
1,855
|
|
|
1,498
|
|
|
|
|
|
|
$
|
3,353
|
|
|
(232
|
)
|
|
(n)
|
|
$
|
3,121
|
|
|||||||||
|
Accrued expenses
|
|
1,153
|
|
|
1,266
|
|
|
|
|
|
|
2,419
|
|
|
(114
|
)
|
|
(n)
|
|
2,305
|
|
||||||||||||
|
Current portion of related party payable
|
|
—
|
|
|
50
|
|
|
|
|
|
|
50
|
|
|
|
|
|
|
50
|
|
|||||||||||||
|
|
|
|
|
Total current liabilities
|
|
3,008
|
|
|
2,814
|
|
|
—
|
|
|
|
|
5,822
|
|
|
(346
|
)
|
|
|
|
5,476
|
|
|||||||
Other Liabilities
|
|
73
|
|
|
—
|
|
|
|
|
|
|
73
|
|
|
|
|
|
|
73
|
|
||||||||||||||
Warrant liability
|
|
13
|
|
|
—
|
|
|
|
|
|
|
13
|
|
|
|
|
|
|
13
|
|
||||||||||||||
Shareholder note payable
|
|
—
|
|
|
26,077
|
|
|
(26,077
|
)
|
|
(b)
|
|
—
|
|
|
|
|
|
|
—
|
|
|||||||||||||
Accrued interest in shareholder note payable
|
|
—
|
|
|
1,671
|
|
|
(1,671
|
)
|
|
(b)
|
|
—
|
|
|
|
|
|
|
—
|
|
|||||||||||||
Deferred tax liability
|
|
—
|
|
|
—
|
|
|
9,774
|
|
|
(g)
|
|
9,774
|
|
|
|
|
|
|
9,774
|
|
|||||||||||||
Deferred tax liability
|
|
—
|
|
|
—
|
|
|
21,900
|
|
|
(h)
|
|
21,900
|
|
|
|
|
|
|
21,900
|
|
|||||||||||||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Stockholders' equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, $0.001 par value; 200,000,000 shares authorized at June 30, 2016 and 20,005,771 and 24,019,202 shares issued and outstanding historical and combined pro forma, respectively
|
|
20
|
|
|
—
|
|
|
4
|
|
|
(i)
|
|
24
|
|
|
|
|
|
|
24
|
|
||||||||||||
|
Additional paid-in capital
|
|
145,420
|
|
|
17,360
|
|
|
(1,740
|
)
|
|
(i)(j)
|
|
161,040
|
|
|
|
|
|
|
161,040
|
|
||||||||||||
|
Accumulated other comprehensive income
|
|
—
|
|
|
3,122
|
|
|
(3,122
|
)
|
|
(j)
|
|
—
|
|
|
|
|
|
|
—
|
|
||||||||||||
|
Accumulated deficit
|
|
(139,267
|
)
|
|
(49,740
|
)
|
|
43,591
|
|
|
(a)(j)(l)
|
|
(145,416
|
)
|
|
30,208
|
|
|
(m)(n)
|
|
(115,208
|
)
|
|||||||||||
Total stockholders' equity
|
|
6,173
|
|
|
(29,258
|
)
|
|
38,733
|
|
|
|
|
15,648
|
|
|
30,208
|
|
|
|
|
45,856
|
|
||||||||||||
Total liabilities and stockholders' equity
|
|
$
|
9,267
|
|
|
$
|
1,304
|
|
|
$
|
42,659
|
|
|
|
|
$
|
53,230
|
|
|
$
|
29,862
|
|
|
|
|
$
|
83,092
|
|
ELEVEN BIOTHERAPEUTICS, INC.
|
||||||||||||||||||||||||||||||||||
UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
|
||||||||||||||||||||||||||||||||||
FOR THE SIX MONTHS ENDED JUNE 30, 2016
|
||||||||||||||||||||||||||||||||||
(In thousands, except per share amounts)
|
||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
Eleven
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma
|
||||||||||||
|
|
|
|
|
|
|
Biotherapeutics, Inc.
|
|
Viventia Bio Inc.
|
|
Pro Forma
|
|
|
|
Pro Forma
|
|
|
Pro Forma
|
|
|
|
Combined
|
||||||||||||
|
|
|
|
|
|
|
Historical
|
|
Historical
|
|
Adjustments
(1)
|
|
Notes
|
|
Combined
|
|
|
Adjustments
(2)
|
|
Notes
|
|
Adjusted
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenue
|
$
|
506
|
|
|
$
|
—
|
|
|
|
|
|
|
$
|
506
|
|
|
|
|
|
|
|
$
|
506
|
|
||||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Research and development
|
7,930
|
|
|
5,057
|
|
|
268
|
|
|
(c)(d)
|
|
13,255
|
|
|
|
(2,752
|
)
|
|
(n)
|
|
10,503
|
|
|||||||||||
|
General and administrative
|
5,618
|
|
|
2,347
|
|
|
169
|
|
|
(d)(k)
|
|
8,134
|
|
|
|
|
|
|
|
8,134
|
|
||||||||||||
|
|
|
|
|
Total operating expenses
|
13,548
|
|
|
7,404
|
|
|
437
|
|
|
|
|
21,389
|
|
|
|
(2,752
|
)
|
|
|
|
18,637
|
|
|||||||
Loss from operations
|
(13,042
|
)
|
|
(7,404
|
)
|
|
(437
|
)
|
|
|
|
(20,883
|
)
|
|
|
2,752
|
|
|
|
|
(18,131
|
)
|
||||||||||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Other income (expense), net
|
139
|
|
|
(1
|
)
|
|
|
|
|
|
138
|
|
|
|
|
|
|
|
138
|
|
|||||||||||||
|
Loss on extinguishment of debt
|
(915
|
)
|
|
—
|
|
|
|
|
|
|
(915
|
)
|
|
|
|
|
|
|
(915
|
)
|
|||||||||||||
|
Interest expense, net
|
(247
|
)
|
|
(642
|
)
|
|
642
|
|
|
(b)
|
|
(247
|
)
|
|
|
|
|
|
|
(247
|
)
|
||||||||||||
|
|
|
|
|
Total other expense
|
(1,023
|
)
|
|
(643
|
)
|
|
642
|
|
|
|
|
(1,024
|
)
|
|
|
—
|
|
|
|
|
(1,024
|
)
|
|||||||
Loss before income taxes
|
(14,065
|
)
|
|
(8,047
|
)
|
|
205
|
|
|
|
|
(21,907
|
)
|
|
|
2,752
|
|
|
|
|
(19,155
|
)
|
||||||||||||
Provision for income taxes
|
—
|
|
|
16
|
|
|
|
|
|
|
16
|
|
|
|
|
|
|
|
16
|
|
||||||||||||||
Net loss
|
$
|
(14,065
|
)
|
|
$
|
(8,063
|
)
|
|
$
|
205
|
|
|
|
|
$
|
(21,923
|
)
|
|
|
$
|
2,752
|
|
|
|
|
$
|
(19,171
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net loss per share applicable to common stockholders—basic and diluted
|
$
|
(0.71
|
)
|
|
|
|
|
|
|
|
$
|
(0.92
|
)
|
|
|
|
|
|
|
$
|
(0.81
|
)
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Weighted-average number of common shares used in net loss per share applicable to common stockholders—basic and diluted
|
19,756
|
|
|
|
|
4,013
|
|
|
(j)
|
|
23,769
|
|
|
|
|
|
|
|
23,769
|
|
ELEVEN BIOTHERAPEUTICS, INC.
|
||||||||||||||||||||||||||||||||||
UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATEDSTATEMENT OF OPERATIONS
|
||||||||||||||||||||||||||||||||||
FOR THE YEAR ENDED DECEMBER 31, 2015
|
||||||||||||||||||||||||||||||||||
(In thousands, except per share amounts)
|
||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
Eleven
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma
|
||||||||||||
|
|
|
|
|
|
|
Biotherapeutics, Inc.
|
|
Viventia Bio Inc.
|
|
Pro Forma
|
|
|
|
Pro Forma
|
|
|
Pro Forma
|
|
|
|
Combined
|
||||||||||||
|
|
|
|
|
|
|
Historical
|
|
Historical
|
|
Adjustments
(1)
|
|
Notes
|
|
Combined
|
|
|
Adjustments
(2)
|
|
Notes
|
|
Adjusted
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenue
|
$
|
990
|
|
|
$
|
—
|
|
|
|
|
|
|
$
|
990
|
|
|
|
|
|
|
|
$
|
990
|
|
||||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Research and development
|
26,336
|
|
|
8,226
|
|
|
(592
|
)
|
|
(c)(d)
|
|
33,970
|
|
|
|
(5,384
|
)
|
|
(n)
|
|
28,586
|
|
|||||||||||
|
General and administrative
|
9,850
|
|
|
5,375
|
|
|
335
|
|
|
(d)(k)
|
|
15,560
|
|
|
|
|
|
|
|
15,560
|
|
||||||||||||
|
|
|
|
|
Total operating expenses
|
36,186
|
|
|
13,601
|
|
|
(257
|
)
|
|
|
|
49,530
|
|
|
|
(5,384
|
)
|
|
|
|
44,146
|
|
|||||||
Loss from operations
|
(35,196
|
)
|
|
(13,601
|
)
|
|
257
|
|
|
|
|
(48,540
|
)
|
|
|
5,384
|
|
|
|
|
(43,156
|
)
|
||||||||||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Other income (expense), net
|
3,139
|
|
|
(867
|
)
|
|
|
|
|
|
2,272
|
|
|
|
|
|
|
|
2,272
|
|
|||||||||||||
|
Interest expense, net
|
(1,395
|
)
|
|
(769
|
)
|
|
769
|
|
|
(b)
|
|
(1,395
|
)
|
|
|
|
|
|
|
|
(1,395
|
)
|
|||||||||||
|
|
|
|
|
Total other expense
|
1,744
|
|
|
(1,636
|
)
|
|
769
|
|
|
|
|
877
|
|
|
|
—
|
|
|
|
|
877
|
|
|||||||
Loss before income taxes
|
(33,452
|
)
|
|
(15,237
|
)
|
|
1,026
|
|
|
|
|
(47,663
|
)
|
|
|
5,384
|
|
|
|
|
(42,279
|
)
|
||||||||||||
Provision for income taxes
|
—
|
|
|
44
|
|
|
|
|
|
|
44
|
|
|
|
|
|
|
|
44
|
|
||||||||||||||
Net loss
|
$
|
(33,452
|
)
|
|
$
|
(15,281
|
)
|
|
$
|
1,026
|
|
|
|
|
$
|
(47,707
|
)
|
|
|
$
|
5,384
|
|
|
|
|
$
|
(42,323
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net loss per share applicable to common stockholders—basic and diluted
|
$
|
(1.76
|
)
|
|
|
|
|
|
|
|
$
|
(2.07
|
)
|
|
|
|
|
|
|
$
|
(1.84
|
)
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Weighted-average number of common shares used in net loss per share applicable to common stockholders—basic and diluted
|
18,993
|
|
|
|
|
4,013
|
|
|
(j)
|
|
23,006
|
|
|
|
|
|
|
|
23,006
|
|
Cash and cash equivalents
|
$
|
136
|
|
Prepaid expenses and other assets
|
1,189
|
|
|
Property and equipment
|
867
|
|
|
In-process research and development - Vicinium
|
35,400
|
|
|
In-process research and development - Proxinium
|
800
|
|
|
Goodwill
|
10,312
|
|
|
Accounts payable
|
(1,163
|
)
|
|
Accrued expenses
|
(1,530
|
)
|
|
Other liabilities
|
(812
|
)
|
|
Deferred tax liability
|
(9,774
|
)
|
|
|
$
|
35,425
|
|
(a)
|
To record the reduction of the Company’s cash as a result of the $2.5 million in estimated transaction costs.
|
(b)
|
To record the elimination of Viventia’s shareholder notes payable and the related accrued interest and interest expense that was satisfied and/or forgiven in connection with the Acquisition, as well as the elimination of the research and development investment tax credit receivables that were assigned in connection with the forgiveness of debt.
|
(c)
|
To conform to the Company’s accounting for nonrefundable advance payments for future research and development expenses. Nonrefundable advance payments for goods or services that will be used or rendered for future research and development activities are deferred and capitalized. Such amounts are recognized as an expense as the related goods are delivered or the related services are performed.
|
(d)
|
To record the preliminary purchase accounting adjustments related to assigning a fair value to the acquired property and equipment on the acquisition date, which included, among other things, an adjustment to property and equipment, commonly referred to as “stepped-up value”, of approximately $0.6 million, representing the estimated fair value of acquired property and equipment and the related depreciation expense.
|
(e)
|
To record the preliminary fair value of the acquired IPR&D relating to Vicinium of approximately $35.4 million and Proxinium of approximately $0.8 million. IPR&D resulting from the acquisition is not amortized, and will be assessed for impairment at least annually.
|
(f)
|
To record the excess purchase price to goodwill resulting from the preliminary valuation of the net assets acquired. Goodwill resulting from the acquisition is not amortized, and will be assessed for impairment at least annually.
|
(g)
|
To record the preliminary purchase accounting adjustments related to deferred tax liability. The deferred tax liability of $9.8 million primarily relates to the potential future impairments or amortization associated with IPR&D intangible assets, which is not deductible for tax purposes, and which can not be used as a source of income to realize deferred tax assets. As a result, the Company recorded the deferred tax liability with an offset to goodwill.
|
(h)
|
In connection with the Acquisition, the Company recorded contingent consideration pertaining to the amounts potentially payable to Viventia's selling shareholders pursuant to the Stock Purchase Agreement. Contingent consideration is measured at fair value and is based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The valuation of contingent consideration uses assumptions the Company believes would be made by a market participant. The Company assesses these estimates on an on-going basis as additional data impacting the assumptions is obtained. Future changes in the fair value of contingent consideration related to updated assumptions and estimates are recognized within the condensed consolidated statements of operations and comprehensive income (loss). The contingent consideration was preliminarily valued at approximately $21.9 million, using a probability-adjusted, discounted cash flow estimate as of the acquisition date.
|
(i)
|
To record the issuance of 4,013,431 shares of the Company’s common stock valued at the closing price per share of the Company's common stock on the acquisition date.
|
(j)
|
To record the elimination of Viventia’s net assets.
|
(k)
|
This adjustment reflects new compensation arrangements executed with two key executives in connection with the business combination, resulting in a $0.2 million increase in the annual compensation for these executives from their previous compensation, which is reflected in the pro forma statements of operations.
|
(l)
|
In accordance with the terms of their existing employment agreements, certain of the Company's executives are entitled to severance benefits in the event their employment is terminated
|
(m)
|
To record the up-front license fee of $7.5 million and the first development milestone payment of $22.5 million (minus the exclusivity fee of $0.1 million) as a non-recurring one-time payment under the License Agreement, and presented as an opening balance sheet pro forma adjustment of $29.9 million, that was receivable at the time the License Agreement became effective. The License Agreement includes payments of an upfront license fee of $7.5 million payable within 30 days after achievement of specified regulatory, development and commercial milestones with respect to up to two unrelated indications. Specifically, an aggregate amount of up to $197.5 million is payable to the Company for the achievement of specified milestones with respect to the first indication: $72.5 million in development milestones, $50.0 million in regulatory milestones and $75.0 million in commercialization milestones. The first development milestone in the amount of $22.5 million is payable as a result of the IND application for EBI-031 which became effective July 7, 2016. Additional amounts of up to $65.0 million are payable upon the achievement of specified development and regulatory milestones in a second indication.
|
(n)
|
To eliminate the direct research and development expenses, prepaid expenses, accounts payable and accrued expenses associated with EBI-031. We have not reflected employee and contractor-related costs, costs associated with our platform and facility expenses, including depreciation or other indirect costs, as a pro forma adjustment as these costs are deployed across multiple product programs under research and development and are not directly related to EBI-031.
|