Quarterly report pursuant to Section 13 or 15(d)

Subsequent Events

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Subsequent Events
3 Months Ended
Oct. 31, 2017
Subsequent Events [Abstract]  
Subsequent Events

Note 11—Subsequent Events

 

Leadership Restructuring

 

On November 7, 2017, the Board of Directors of the Company approved (i) the appointment of Mr. Daniel J. O’Connor as the Company’s new Chief Executive Officer, upon Mr. Punit Dhillon’s voluntary resignation from such position, (ii) the confirmation of Mr. Dhillon to continue to serve in his current position as the Company’s President, and (iii) entry into an executive employment agreement with each of Mr. O’Connor and Mr. Dhillon in connection with such appointments and confirmations. Such resignations, appointments and confirmations became effective on November 7, 2017. Mr. O’Connor and Mr. Dhillon both also serve as directors on the Board.

 

As a one-time grant in connection with his appointment as Chief Executive Officer, Mr. O’Connor received an option award to purchase up to 2,000,000 shares of the Company’s common stock, contingent upon obtaining the approval of the Company’s stockholders at its next annual meeting, at an exercise price of $1.25 per share. In addition, Mr. O’Conner received a performance stock option award to purchase up to 500,000 shares of the Company’s common stock, which is contingent upon obtaining the approval of the Company’s stockholders at its next annual meeting, has an exercise price of $1.25 per share, and is subject to vesting as to 250,000 of such shares on the date of the Company’s achievement of 100% enrollment in its PISCES study and as to the remaining 250,000 of such shares in one installment on the one-year anniversary of the date of achievement of such enrollment.

 

November 2017 Warrant Exercise Inducement Offering

 

On November 13, 2017, the Company entered into a Warrant Exercise Agreement (the “Exercise Agreement”) with certain holders (the “Exercising Holders”) of outstanding warrants (the “Original Warrants”) to purchase up to an aggregate of 5,509,642 shares of the Company’s common stock at an exercise price of $1.69 per share. Pursuant to the terms of the Exercise Agreement, each Exercising Holder agreed to exercise, from time to time and in accordance with the terms of the Original Warrants, including certain beneficial ownership limitations set forth therein, all Original Warrants held by it for cash. As a result of the exercise of all of the Original Warrants, the Company received gross proceeds of approximately $9.3 million and net proceeds, after deducting estimated expenses paid or payable by the Company, of approximately $9.1 million.

 

Pursuant to the terms of the Exercise Agreement, and in order to induce each Exercising Holder to exercise its Original Warrants, the Company offered and sold to each Exercising Holder new warrants (the “New Warrants”) to purchase a number of shares of its common stock equal to 25% of the number of shares of common stock received by such Exercising Holder upon the cash exercise of its Original Warrants. The terms of the New Warrants are substantially similar to the terms of the Original Warrants, except that the New Warrants (i) have an initial exercise price of $2.26 per share; (ii) become exercisable on May 13, 2018 and expire November 13, 2019, and (iii) contain certain additional transfer restrictions and limitations due to their offer and sale in a private placement offering.

 

Also on November 13, 2017, and in connection with its entry into the Exercise Agreement, the Company agreed to issue warrants (the “October 2017 Investor Warrants”) to purchase up to an aggregate of 1,138,300 shares of its common stock to the accredited investors that participated in the Company’s offerings completed in October 2017 (see Note 6) (such investors, the “October 2017 Investors”), in consideration for such investors’ agreement to waive certain covenants made by the Company to such investors and as an inducement to such investors to exercise certain other warrants to purchase the Company’s common stock. The terms of the October 2017 Investor Warrants are substantially similar to the terms of the New Warrants, except that the October 2017 Investor Warrants will become exercisable only if and when each October 2017 Investor exercises in full and for cash the warrants to purchase the Company’s common stock that were sold to such investors in the Company’s offerings completed in October 2017.