Quarterly report pursuant to Section 13 or 15(d)

Subsequent Events

v3.7.0.1
Subsequent Events
6 Months Ended
Jun. 30, 2017
Subsequent Events [Abstract]  
Subsequent Events
Subsequent Events

vivoPharm Acquisition

On August 14, 2017, we purchased all of the outstanding stock of vivoPharm Pty Ltd. (“vivoPharm”), with its principal place of business in Victoria, Australia, in a transaction valued at approximately $12.0 million, comprised of $1.2 million in cash and the remaining $10.8 million in the Company’s common stock based on a trailing 20-day volume weighted average price from and including the closing price of the stock on August 15, 2017. We are withholding, in escrow, 20% of the stock consideration until the expiration of 12 months from the date of closing to serve as the initial source for any indemnification and adjustments.

Prior to the acquisition, vivoPharma was a privately-held provider of proprietary preclinical oncology and immuno-oncology services, offering integrated service in different disease areas to the biotechnology and pharmaceutical industries. Upon completion of this transaction, vivoPharma became a wholly-owned subsidiary of the Company.

Because the acquisition date coincides with the date of filing this Quarterly Report on Form 10-Q, we are not able to disclose a preliminary purchase price allocation or proforma financial information.

Common Stock Purchase Agreement with Aspire Capital

On August 14, 2017, we entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with Aspire Capital Fund, LLC, an Illinois limited liability company (“Aspire Capital”), which provides that Aspire Capital is committed to purchase up to an aggregate of $16.0 million of our common stock (the “Purchase Shares”) from time to time over the term of the Purchase Agreement. Aspire Capital has committed to make an initial purchase of 1,000,000 Purchase Shares (the “Initial Purchase”) at a purchase price of $3.00 per share on the commencement date of the agreement.

After the commencement date, on any business day over the 24-month term of the Purchase Agreement, we have the right, in our sole discretion, to present Aspire Capital with a purchase notice (each, a “Purchase Notice”) directing Aspire Capital to purchase up to 33,333 Purchase Shares per business day, provided that Aspire Capital will not be required to buy Purchase Shares pursuant to a Purchase Notice that was received by Aspire Capital on any business day on which the last closing trade price of our common stock on the NASDAQ Capital Market is below $3.00. The Company and Aspire Capital also may mutually agree to increase the number of shares that may be sold to as much as an additional 2,000,000 Purchase Shares per business day. The purchase price per Purchased Share will be $3.00. As consideration for entering into the Purchase Agreement, we agreed to issue 320,000 shares of our common stock to Aspire Capital (“Commitment Shares”).

The number of Purchase Shares covered by and timing of each Purchase Notice are determined by us, at our sole discretion. The aggregate number of shares that we can sell to Aspire Capital under the Purchase Agreement may in no case exceed 3,938,213 shares of our common stock (which is equal to approximately 19.9% of the common stock outstanding on the date of the Purchase Agreement), including the 320,000 Commitment Shares and the 1,000,000 Initial Purchase Shares, unless shareholder approval is obtained to issue additional shares.

This agreement can be terminated by either party in the event the commencement date has not occurred by August 24, 2017.

Our net proceeds will depend on several factors, including the frequency of our sales of Purchase Shares to Aspire Capital and the frequency at which the last closing trade price of our common stock is below $3.00, subject to a maximum of $16.0 million in gross proceeds, including the Initial Purchase. Our delivery of Purchase Notices will be made subject to market conditions, in light of our capital needs from time to time and under the limitations contained in the Purchase Agreement. We currently intend to use the net proceeds from sales of Purchase Shares for general corporate purposes and working capital requirements.