Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. Description of Business and Basis of Financial Statements
Description of Business
Immunic, Inc. (“Immunic” or the “Company”) is a clinical-stage biopharmaceutical company developing a pipeline of selective oral immunology therapies aimed at treating chronic inflammatory and autoimmune diseases, including ulcerative colitis, Crohn’s disease, relapsing-remitting multiple sclerosis, and psoriasis. The Company is developing three small molecule products: IMU-838 is a selective immune modulator that inhibits the intracellular metabolism of activated immune cells by blocking the enzyme DHODH; IMU-935 is an inverse agonist of RORγt; and IMU-856 targets the restoration of the intestinal barrier function. Immunic’s lead development program, IMU-838, is in phase 2 clinical development for ulcerative colitis and relapsing-remitting multiple sclerosis, with an additional phase 2 trial in Crohn’s disease planned for 2019. An investigator-sponsored proof-of-concept clinical trial for IMU-838 in primary sclerosing cholangitis is planned to start at the Mayo Clinic in the second half of 2019.
The Company’s business, operating results, financial condition and growth prospects are subject to significant risks and uncertainties including the failure of its clinical trials to meet their endpoints, and failure to obtain regulatory approval and additional funding necessary to complete the development and commercialization of the three development programs.
Liquidity and Financial Condition
Immunic has no products approved for commercial sale and has not generated any revenue from product sales. Immunic has never been profitable and has incurred operating losses in each year since inception (2016). Immunic has an accumulated deficit of approximately
$44 million
as of
June 30, 2019
and
$25 million
as of
December 31, 2018
. Substantially all of Immunic’s operating losses resulted from expenses incurred in connection with its research and development programs and from general and administrative costs associated with its operations.
Immunic expects to incur significant expenses and increasing operating losses for the foreseeable future as it initiates and continues the preclinical and clinical development of its product candidates and adds personnel necessary to operate as a company with an advanced clinical pipeline of product candidates. In addition, after completion of the reverse acquisition, as explained below, operating as a public company will require the hiring of additional financial and other personnel, upgrading financial information systems, and incurring costs associated with operating as a public company. Immunic expects that its operating losses will fluctuate significantly from quarter-to-quarter and year-to-year due to timing of clinical development programs.
From inception to
June 30, 2019
, Immunic has raised net cash of approximately
€58.4 million
(approximately
$67.2 million
) from private placements of preferred and common stock. As of
June 30, 2019
, Immunic had cash and cash equivalents of approximately
$36.1 million
. With these funds, Immunic expects to be able to fund its operations beyond twelve months from the date of the issuance of the accompanying unaudited condensed consolidated financial statements.
Reverse Acquisition
On April 12, 2019 (the “Closing Date”), pursuant to the terms of the Exchange Agreement, dated as of January 6, 2019, between Vital Therapies, Inc., a Delaware corporation (“Vital”), Immunic AG, and the shareholders of Immunic AG party thereto (the “Exchange Agreement”), the holders of Immunic AG ordinary shares exchanged all of their outstanding shares for shares of Vital common stock, resulting in Immunic AG becoming a wholly-owned subsidiary of Vital (the “Transaction”). Immediately following the Transaction, Vital Therapies, Inc. changed its name to “Immunic, Inc.” and its ticker symbol to “IMUX”.
Immediately prior to the closing of the Transaction, (i) each Immunic AG preferred share was converted into one Immunic AG ordinary share, and (ii) each Immunic AG ordinary share was converted into the right to receive
17.17
shares of Vital’s common stock, after giving effect to the Reverse Stock Split (as defined below). The exchange ratio was determined through arm’s-length negotiations between Vital and Immunic AG.
The aggregate consideration issuable in the Transaction, after giving effect to the Reverse Stock Split, was
8,927,130
shares of Vital’s common stock. Following the Transaction and after giving effect to the Reverse Stock Split, the former shareholders of Immunic AG owned approximately
88.25%
of the common stock of the Company, and the shareholders of Vital immediately prior to the Transaction owned
1,059,269
shares (plus
127,500
restricted stock units (“RSUs”) to be issued during the second half of 2019) of the common stock of the Company or approximately
11.75%
. The issuance of shares of Vital’s common stock in the Transaction was registered with the Securities and Exchange Commission (“SEC”) on a Registration Statement on Form S-4 (Registration No. 333-229510).
Immediately prior to the closing of the Transaction, Immunic AG issued, in a private placement transaction (the “Financing”), an aggregate of
2,197,742
ordinary shares to certain of its shareholders for aggregate consideration of
€26.7 million
(approximately
$29.9 million
), pursuant to the terms of the Investment and Subscription Agreement, dated as of January 6, 2019, between Immunic and the shareholders and investors party thereto (the “Subscription Agreement”).
The Transaction will be accounted for as a reverse acquisition under the acquisition method of accounting. Because Immunic AG’s pre-transaction owners held an
88.25%
economic and voting interest in the combined company immediately following the closing of the Transaction, Immunic AG is considered to be the acquirer of Vital for accounting purposes. Additionally, Immunic AG is considered to be the predecessor for reporting purposes and the financial results of Immunic AG are reported in the historical comparable periods.
Reverse Stock Split
On April 12, 2019, immediately following the closing of the Transaction, the Company effected a 40-for-1 reverse stock split of its common stock (the “Reverse Stock Split”). Accordingly, all references to share and per share amounts in the accompanying unaudited condensed consolidated financial statements and notes have been retroactively adjusted to reflect the Reverse Stock Split for all periods presented. No fractional shares were issued in connection with the Reverse Stock Split. Unless otherwise noted, all references to common stock share and per share amounts have also been adjusted to reflect the exchange ratio of
17.17
.
Basis of Presentation and Consolidation
The accompanying unaudited interim condensed consolidated financial statements have been prepared in conformity with United States generally accepted accounting principles, (“US GAAP”), and include the accounts of Immunic and its wholly-owned subsidiaries, Immunic AG, Immunic Research GmbH which both began operations in 2016, Immunic Australia Pty Ltd which began operations in 2018 and Vital Therapies (Beijing) Company Limited (“VTL China”), acquired through the Transaction, which began operations in 2005. All intercompany accounts and transactions have been eliminated in consolidation. Immunic manages its operations as a single reportable segment for the purposes of assessing performance and making operating decisions.
Unaudited Interim Financial Information
Immunic has prepared the accompanying interim unaudited condensed consolidated financial statements in accordance with US GAAP for interim financial information and with the instructions to Form 10-Q and Regulation S-X of the SEC. Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements. These interim unaudited condensed consolidated financial statements reflect all adjustments consisting of normal recurring accruals which, in the opinion of management, are necessary to present fairly Immunic‘s consolidated financial position, consolidated results of operations, consolidated statement of stockholders’ equity (deficit) and consolidated cash flows for the periods and as of the dates presented. The Company‘s fiscal year ends on December 31. The condensed consolidated balance sheet as of December 31, 2018 was derived from audited consolidated financial statements but does not include all disclosures required by US GAAP. These condensed consolidated financial statements should be read in conjunction with the annual consolidated financial statements and the notes thereto included on the Company's Current Report on Form 8-K/A filed on June 21, 2019. The nature of Immunic‘s business is such that the results of any interim period may not be indicative of the results to be expected for the entire year. Certain prior period amounts have been reclassified to conform to the current basis of presentation.
2. Summary of Significant Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires the Company to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, expenses and the disclosure of contingent assets and liabilities in the Company’s consolidated financial statements. The most significant estimates in the Company’s financial statements and accompanying notes relate to the application of the acquisition method of accounting related to the Transaction, share-based compensation and notes related to contractual obligations. Management believes its estimates to be reasonable under the circumstances. Actual results could differ materially from those estimates and assumptions.
Foreign Currency Translation and Presentation
The Company’s reporting currency is United States (“US”) dollars. During the
six months
ended
June 30, 2019
and
2018
, Immunic AG’s operations were located in Germany with the euro being its functional currency. Immunic Australia Pty Ltd.’s functional currency is the Australian dollar and VTL China is the yuan. All amounts in the financial statements where the functional currency is not the US dollar are translated into US dollar equivalents at exchange rates as follows:
• assets and liabilities at reporting period-end rates;
• income statement accounts at average exchange rates for the reporting period; and
• components of equity at historical rates.
Gains and losses from translation of the financial statements into US dollars are recorded in stockholders’ equity (deficit) as a component of accumulated other comprehensive income (loss). Realized and unrealized gains and losses resulting from foreign currency transactions denominated in currencies other than the functional currency are reflected as general and administrative expenses in the unaudited condensed consolidated statements of operations. The unaudited condensed consolidated statement of cash flows was prepared by using the average exchange rate in effect during the reporting period which reasonably approximates the timing of the cash flows.
Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of
three months
or less to be cash equivalents.
Cash and cash equivalents consist of cash on hand and deposits in banks located in the US, Germany, Australia and China. The Company maintains cash and cash equivalent balances denominated in euro and US dollars with major financial institutions in the US and Germany in excess of the deposit limits insured by the government. Management periodically reviews the credit standing of these financial institutions and believes that the Company is not exposed to any significant credit risk.
Fair Value Measurement
Fair value is defined as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants on the measurement date. Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:
Level 1—Quoted prices in active markets for identical assets or liabilities. The Company has no Level 1 assets or liabilities for the periods presented.
Level 2— Inputs other than observable quoted prices for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. The note receivable of
$920,000
on the accompanying unaudited condensed consolidated balance sheet is considered a Level 2 asset. The Company had no Level 2 liabilities for the periods presented.
Level 3—Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of assets or liabilities. The Company had no Level 3 assets or liabilities for the periods presented.
The carrying value of cash and cash equivalents, other current assets and prepaid expenses, accounts payable, accrued expenses, and other current liabilities approximates fair value due to the short period of time to maturity.
Property and Equipment
Property and equipment is stated at cost. Depreciation is computed using the straight-line method based on the estimated service lives of the assets which range from
three
to
eight years
. Depreciation expense was
$24,000
and
$4,000
during the three months ended June 30, 2019 and 2018, respectively and
$29,000
and
$7,000
during the
six months
ended
June 30, 2019
and
2018
, respectively.
Impairment of Long-Lived Assets
The Company records impairment losses on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount. Impaired assets are then recorded at their estimated fair value. There were no impairment losses during the three and six months ended June 30, 2019 and 2018.
Goodwill
Business combinations are accounted for under the acquisition method. The total purchase price of an acquisition is allocated to the underlying identifiable net assets, based on their respective estimated fair values as of the acquisition date. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, probabilities of success, discount rates, and asset lives, among other items. Assets acquired and liabilities assumed are recorded at their estimated fair values. The excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill.
Goodwill is tested for impairment at the reporting unit level annually in the fourth quarter, or more frequently when events or changes in circumstances indicate that the asset might be impaired. Examples of such events or circumstances include, but are not limited to, a significant adverse change in legal or business climate, an adverse regulatory action or unanticipated competition. The Company has determined that it operates in a single operating segment and has a single reporting unit.
The Company assesses qualitative factors to determine whether the existence of events or circumstances would indicate that it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If after assessing the totality of events or circumstances, the Company were to determine that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, then the Company would perform a quantitative impairment test.
The Company compares the fair value of the reporting unit to its carrying value. If the fair value of the reporting unit exceeds the carrying value of the net assets, goodwill is not impaired, and no further testing is required. If the fair value of the reporting unit is less than the carrying value, the Company measures the amount of impairment loss, if any, as the excess of the carrying value over the fair value of the reporting unit. The Company has determined there were no indicators of goodwill impairment as of June 30, 2019.
Research and Development Expenses
Research and development expenses have principally been related to the two development programs, IMU-838 and IMU-935. These two programs include orally available, small molecule inhibitors of DHODH (IMU-838 program) and inverse agonists of RORγt (IMU-935 program) relevant to diseases such as multiple sclerosis, ulcerative colitis, Crohn’s disease, and psoriasis. In 2019, IMU-838 is currently being tested in two phase 2 clinical trials in patients with ulcerative colitis and multiple sclerosis. The Company is preparing for a phase 2 clinical trial in Crohn’s disease to be initiated later this year. Furthermore, the Company has advanced the preclinical development of IMU-935.
Research and development expenses consist of expenses incurred in research and development activities including clinical trials, contract research services, salaries and related employee benefits, allocated facility costs and other outsourced services. Research and development expenses are charged to operations as incurred.
Collaboration Arrangements
The Company enters into agreements with contract research organizations (“CROs”) to provide clinical trial services for individual studies and projects by executing individual work orders governed by Master Service Arrangements (“MSAs”). The MSAs and associated work orders are designed such that certain payments are to be made upon completion of certain milestones. The Company regularly assesses the timing of payments against the completion of the respective milestones and ensures a proper accrual of related expenses in the appropriate accounting period.
Certain collaboration and license agreements might include payments to or from the Company of one or more of the following: non-refundable or partially refundable upfront or license fees; development, regulatory and commercial milestone payments; manufacturing supply services; partial or complete reimbursements of research and development costs; and royalties on net sales of licensed products. The Company assesses whether such contracts are within the scope of Financial Accounting Standards Board (FASB) Account Standards Update (“ASU”) 2014-09 “Revenue from Contracts with Customers” (“Topic 606”) and ensures proper accounting treatment.
Currently, the Company has entered into one option agreement with a third party which grants the Company the right to license a group of compounds, designated by the Company as IMU-856, a new oral treatment option for diseases such as inflammatory bowel disease, irritable bowel syndrome with diarrhea, immune checkpoint inhibitor induced colitis and other barrier function associated diseases. During the option period the Company will perform the agreed upon research and development activities. The related research and development expenses are being reimbursed by the third party up to a maximum agreed-upon limit. Such reimbursements are recorded as other income. The Company may exercise its option right at any time during the option period. Once the option is exercised the Company is required to make a one-time option execution payment as well as milestone and royalty payments. To date, the option right has not been exercised.
General and Administrative Expenses
General and administrative expenses consist primarily of salaries and related costs for personnel in executive, finance, business development and other support functions. Other general and administrative expenses include, but are not limited to, related facility costs, stock-based compensation, travel, professional fees for legal, consulting, accounting and tax services and insurance costs.
Stock-Based Compensation
The Company measures the cost of employee services received in exchange for equity awards based on the grant-date fair value of the award recognized generally as an expense on a straight-line basis over the requisite service period for those awards whose vesting is based upon a service condition, and an accelerated method for awards whose vesting is based upon a performance condition, but only to the extent it is probable that the performance condition will be met. Employee stock-based compensation is estimated at the date of grant based on the award’s fair value for equity classified awards and upon final measurement date for liability classified awards.
Leases
The Company has three existing leases for office space and one lease for office equipment. Two leases for office space and the equipment lease have initial terms of less than 12 months. At inception of a lease agreement, it is determined whether an agreement represents a lease and at commencement each lease agreement is assessed as to classification as an operating or financing lease. One of the office leases contains a renewal option. As described below under “Recently Issued and/or Adopted Accounting Standards - Change in Accounting Principle,” the Company adopted the Financial Accounting Standards Board Accounting Standards Update, or ASU, “Leases,” or ASU 2016-02, as of January 1, 2019.
Pursuant to ASU 2016-02, the two office leases outstanding on January 1, 2019 continued to be classified as operating leases. With the adoption of ASU 2016-02, an operating lease right-of-use asset and an operating lease liability have been recorded on the Company’s balance sheet. Right-of-use lease assets represent the Company’s right to use the underlying asset for the lease term and the lease obligation represents its commitment to make the lease payments arising from the lease. Right-of-use lease assets and obligations are recognized at the commencement date based on the present value of remaining lease payments over the lease term. As the Company’s leases do not provide an implicit rate, an estimated incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments has been used. The right-of-use lease asset includes any lease payments made prior to commencement and excludes any lease incentives. The lease term used in estimating future lease payments may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Operating lease expense is recognized on a straight-line basis
over the lease term, subject to any changes in the lease or expectations regarding the term. Variable lease costs such as common area costs and property taxes are expensed as incurred. Leases with an initial term of 12 months or less are not recorded on the balance sheet.
Comprehensive Income (Loss)
Comprehensive income (loss) is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. Accumulated other comprehensive income has been reflected as a separate component of stockholders’ equity (deficit) in the accompanying unaudited condensed consolidated balance sheets.
Income Taxes
The Company is subject to corporate income tax laws and regulations in the US, Germany, Australia and China. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment in their application.
The Company utilizes the asset and liability method of accounting for income taxes which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the unaudited condensed consolidated financial statements. Deferred income tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of changes in tax rates on deferred tax assets and liabilities is recognized in operations in the period that includes the enactment date. Deferred taxes are reduced by a valuation allowance when, in the opinion of management, it is more likely than not some portion or the entire deferred tax asset will not be realized. As of
June 30, 2019
, and
December 31, 2018
, the Company maintained a full valuation allowance against the balance of deferred tax assets.
It is the Company’s policy to provide for uncertain tax positions and the related interest and penalties based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. Tax years 2016 through 2018 are subject to audit by the German tax authorities. The Company is not currently under examination by any tax jurisdictions.
Net Loss Per Share
Basic net loss per share attributable to common stockholders is calculated by dividing the net loss by the weighted-average number of common shares outstanding for the period, without consideration for common stock equivalents. Diluted net loss per share attributable to common stockholders is computed by dividing the net loss by the weighted-average number of common shares and, if dilutive, common stock equivalents outstanding for the period is determined using the treasury-stock method. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss position.
Potentially dilutive securities, not included in the calculation of diluted net loss per share attributable to common stockholders because to do so would be anti-dilutive, are as follows:
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As of June 30,
|
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|
2019
|
|
2018
|
|
Options to purchase common stock
|
16,987
|
|
|
—
|
|
|
Restricted stock units
|
127,500
|
|
|
—
|
|
|
Warrants to purchase common stock
|
6,015
|
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|
—
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|
Recently Issued and/or Adopted Accounting Standards
Recently Adopted Accounting Standards
In February 2016, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update No. 2016-02, “Leases.
”
ASU 2016-02 is intended to improve financial reporting of leasing transactions by requiring organizations
that lease assets to recognize assets and liabilities for the rights and obligations created by leases on the balance sheet. The Company has elected to adopt ASU 2016-02 retrospectively at January 1, 2019 using a simplified transition option that allows companies to initially apply the new lease standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company also elected to adopt the package of practical expedients permitted in Accounting Standards Codification Topic 842, or ASC 842. Accordingly, the leases outstanding at January 1, 2019 continue to be classified as operating leases under the new guidance, without reassessing whether the contracts contain a lease under ASC 842 or whether classification of the operating leases would be different under ASC Topic 842. All of the Company’s leases at the adoption date were operating leases for facilities and did not include any non-lease components.
As a result of the adoption of ASU 2016-02, on January 1, 2019, the Company recognized (a) a lease liability of approximately
$80,000
, which represents the present value of the remaining lease payments using an estimated incremental borrowing rate of
6%
and (b) a right-of-use asset of approximately
$80,000
. (The cumulative-effect adjustment was immaterial. Due to the adoption of the standard using the retrospective cumulative-effect adjustment method, there are no changes to the Company’s previously reported results prior to January 1, 2019. Operating lease expense is recognized on a straight-line basis over the lease term, subject to any changes in the lease or expectations regarding the terms. Lease expense has not changed materially as a result of the adoption of ASU 2016-02.
In June 2018, the FASB issued ASU No. 2018-07, “
Improvements to Non-Employee Share-Based Payment Accounting,”
or ASU 2018-07. ASU 2018-07, which simplifies the accounting for non-employee share-based payment transactions, specifies that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor's own operations by issuing share-based payment awards. ASU 2018-07 is effective for public business entities for fiscal years beginning after December 15, 2018, and early adoption is permitted. The Company adopted ASU 2018-07 in the first quarter of 2019. The adoption of this standard had no impact on the Company’s unaudited condensed consolidated financial statements.
In November 2016, the FASB issued ASU 2016-18, “
Statement of Cash Flows (Topic 230), Restricted Cash”
which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-18 is effective for the Company for fiscal years beginning after December 15, 2018. The adoption of this ASU did not have a significant impact on the Company’s unaudited condensed consolidated financial statements.
In January 2017, the FASB issued ASU 2017-01, “
Business Combinations (Topic 805): Clarifying the Definition of a Business”
, which intended to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The standard is effective for annual periods beginning after December 15, 2017. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.
Recently Issued Accounting Standards
In August 2018, the FASB issued ASU No. 2018-13, “
Fair Value Measurement - Disclosure Framework,”
or ASU 2018-13. ASU 2018-13, modifies the disclosure requirements for fair value measurements. The amendments relate to disclosures regarding unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements and the narrative description of measurement uncertainty, and are to be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, and early adoption is permitted. The Company is currently evaluating the impact of ASU 2018-13 on its disclosures.
In November 2018, the FASB issued ASU No. 2018-18, “
Collaborative Arrangements”,
or ASU 2018-18. ASU 2018-18, clarifies that elements of collaborative arrangements could qualify as transactions with customers in the scope of ASC 606. The new guidance is effective for public business entities for fiscal years beginning after December 15, 2019. The Company is currently evaluating the impact of ASU 2018-18 on its consolidated financial statements.
3. Accounting for the Transaction
Based on the Exchange Ratio of
17.17
, immediately following the Transaction, former Vital stockholders owned
approximately
11.75%
of the capital stock of the combined organization on a fully diluted basis, and former Immunic AG stockholders owned approximately
88.25%
of the capital stock of the combined organization on a fully diluted basis. At the closing of the Transaction, all shares of Immunic AG common stock then outstanding were exchanged for Vital common stock.
In addition, pursuant to the terms of the Exchange Agreement, the Company, for accounting purposes, assumed all outstanding stock options to purchase
16,987
shares of Vital common stock and
127,500
RSUs at the closing of the Transaction, after giving effect to the Reverse Stock Split. Since the exercise prices of the outstanding options to purchase common stock were less than the trading price on the day of the consummation of the Transaction, they were not included in the formula below in calculating the purchase price.
The tangible and intangible assets acquired and liabilities assumed of Vital are based on their fair values as of the completion of the Transaction, with the excess of the fair value of net assets and purchase consideration allocated to goodwill. The following summarizes the preliminary estimate of the purchase price paid in the Transaction (amounts in thousands except share and per share amounts):
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Number of shares owned by Vital stockholders (1)
|
1,059,269
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|
RSU's (2)
|
127,500
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|
Total fully-diluted shares
|
1,186,769
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|
Multiplied by the fair value per share of Vital common stock (3)
|
$
|
33.20
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|
Estimated purchase price
|
$
|
39,400
|
|
Any excess of the purchase price over the estimated fair value of the net assets acquired was recorded as goodwill on the balance sheet.
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(1)
|
The number of shares of
1,059,269
represents the historical
42,369,694
shares of Vital common stock outstanding immediately prior to the closing of the Transaction, adjusted for the Reverse Stock Split.
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(2)
|
The number of RSUs of
127,500
represents the historical
5,100,000
Vital RSUs to be issued to Vital former officers during the second half of 2019.
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(3)
|
Based on the last reported sale price of Vital common stock on the Nasdaq Global Market on April 12, 2019, the closing of the Transaction, adjusted for the Reverse Stock Split.
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The following summarizes the allocation of the purchase price to the net tangible and intangible assets acquired:
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(in thousands)
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Cash and cash equivalents
|
$
|
8,151
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Prepaid expenses and other assets
|
307
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|
Supplies and working cell banks
|
1,000
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Clinical development equipment
|
306
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Other property and equipment
|
30
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In-process research and development (“IPR&D
”
)
|
764
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|
Accounts payable, accrued expenses and other liabilities
|
(4,128
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)
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Goodwill
|
32,970
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Purchase price
|
$
|
39,400
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The fair value of IPR&D was estimated to be the sales price of the ELAD Assets less the fair value of the ELAD Assets. See Note 4 below.
The goodwill of
$32.97 million
is not tax deductible. Goodwill is mainly attributable to the enhanced value of the combined company, as reflected in the increase in market value of the Vital common shares following the announcement of the Transaction with Immunic AG. The Company incurred costs directly related to the Transaction of approximately
$9.4 million
and
$10.0 million
for the three and six months ended June 30, 2019, respectively, which were expensed as incurred.
The final allocation of the purchase price is dependent on the finalization of the valuation of the fair value of assets acquired and liabilities assumed and may differ from the amounts included in these financial statements. The Company expects to complete the final allocation as soon as practical but no later than one year from the acquisition date.
The following supplemental unaudited pro forma information presents the Company’s financial results as if the Transaction had occurred on January 1, 2018:
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Six Months Ended June 30,
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2019
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2018
|
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(unaudited)
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Revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
Net loss
|
$
|
(19,567
|
)
|
|
$
|
(32,006
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)
|
The above unaudited pro forma information was determined based on the historical US GAAP results of the Company and Vital. The unaudited pro forma consolidated results are not necessarily indicative of what the Company’s consolidated results of operations would have been if the Transaction was completed on January 1, 2018. The unaudited pro forma consolidated net loss includes pro forma adjustments primarily relating to transaction costs directly related to the closing of the Transaction of
$15.9 million
from the six months ended June 30, 2019 as these amounts are not expected to have a continuing effect on the operating results of the combined company.
4. ELAD Sales Agreement
In March 2019, Vital entered into an asset purchase agreement (the "Vital APA") to sell certain of Vital’s clinical development-related assets and related intellectual property rights to RH Cell Therapeutics (the ”Purchaser”) for approximately
$2.5 million
. The assets being sold were clinical development equipment, supplies, intellectual property and working cell banks in addition to the equity interest in VTL China (collectively the "ELAD Assets"). The Purchaser deposited
$1.1 million
into escrow and paid the Company
$50,000
prior to the Transaction. The Vital APA was amended and restated on May 28, 2019, to allow for two closings. In the first closing which occurred on May 28, 2019, the
$1.1 million
was released from escrow to the Company. In addition, the Purchaser executed a promissory note with a face amount of
$1.325 million
, which accrues simple interest of
10%
per annum. The fair value of the promissory note was estimated to be
$920,000
. Therefore, the fair value of the ELAD Assets was based on the cash in escrow, the
$50,000
deposit and the fair value of the promissory note.
The estimated fair value of the ELAD Assets was included in the purchase accounting allocation as follows (in thousands):
|
|
|
|
|
|
|
|
Clinical development equipment
|
$
|
306
|
|
|
Supplies and working cell banks
|
1,000
|
|
|
In process research & development ("IPR&D")
|
764
|
|
|
Total
|
$
|
2,070
|
|
In the first closing, the Company transferred title of the clinical development equipment and supplies to the Purchaser. The promissory note is due in full upon a second closing on August 31, 2019 at which time the Company will transfer title to the intellectual property and working cell banks as well as all equity interest in VTL China. On May 28, 2019, the fair value of the promissory note was recorded as a note receivable and the fair value of the IPR&D and working cell banks were removed from the Company’s assets. There can be no assurance that the second closing will occur when expected or at all.
5. Other Financial Information
Accrued Expenses
Accrued expenses consist of (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
2019
|
|
December 31,
2018
|
|
Accrued clinical and related costs
|
$
|
912
|
|
|
$
|
210
|
|
|
Accrued compensation and related taxes
|
296
|
|
|
—
|
|
|
Accrued other
|
378
|
|
|
206
|
|
|
Total
|
$
|
1,586
|
|
|
$
|
416
|
|
6. Commitments and Contingencies
Operating Lease
The Company leases office space and office equipment. The underlying lease agreements have lease terms of less than
12 months
and up to
two years
. The short-term leases are deemed immaterial and have not been included in the operating lease right of use asset and operating lease liability.
The Company leases certain office space under a non-cancelable operating lease. The lease does not have significant rent escalation holidays, concessions, leasehold improvement incentives or other build-out clauses. Further the lease does not contain contingent rent provisions. The lease terminates on December 31, 2019 with a renewal option for an additional
two years
that is reasonably likely to be exercised. This lease includes both lease (e.g., fixed rent) and non-lease components (e.g., common-area and other maintenance costs). The non-lease components are deemed to be executory costs and are therefore excluded from the minimum lease payments used to determine the present value of the operating lease obligation and related right-of-use asset.
The lease does not provide an implicit rate and, due to the lack of a commercially salable product, the Company is generally considered unable to obtain commercial credit. Therefore, the Company estimated its incremental interest rate to be
6%
, considering the quoted rates for the lowest investment-grade debt and the interest rates implicit in recent financing leases. Immunic used its estimated incremental borrowing rate and other information available at the lease commencement date in determining the present value of the lease payments.
Immunic’s operating lease costs and variable lease costs were
$43,000
and
$9,000
for the three months ended
June 30, 2019
and 2018, respectively, and
$55,000
and
$19,000
, for the
six
months ended
June 30, 2019
and
2018
, respectively. Variable lease costs consist primarily of common area maintenance costs, insurance and taxes which are paid based upon actual costs incurred by the lessor.
Maturities of the operating lease obligation are as follows as of
June 30, 2019
(in thousands):
|
|
|
|
|
|
|
|
|
2019
|
|
$
|
15
|
|
|
2020
|
|
29
|
|
|
2021
|
|
29
|
|
|
Total lease payments
|
|
73
|
|
|
Less: interest portion
|
|
7
|
|
|
Present value of lease obligation
|
|
$
|
66
|
|
Contractual Obligations
As of
June 30, 2019
, the Company has non-cancelable contractual obligations under certain agreements related to its development programs IMU-838, IMU-935 and IMU-856 totaling approximately
$1.4 million
, all of which is expected to be paid in 2019.
Other Commitments and Obligations
In May 2016 the Company entered into a purchase agreement (the “Agreement”) with 4SC AG whereby the Company acquired certain assets including the rights to patents and patent applications, trademarks and know-how. This transaction has been accounted for as an asset acquisition under Update 2017-01 - Business Combinations (Topic 805): Clarifying the
Definition of a Business (“ASC 805”). The Agreement included payments (Tranches III and IV) that were contingent upon the occurrence of certain events. The arrangement required the Company to pay royalties equal to
4.4%
of the aggregated net sales for a certain period as defined in the Agreement (Tranche III) upon commercialization of the assets. Effective April 12, 2019, the parties agreed to settle Tranche IV by issuing
120,070
shares of the Company’s common stock, immediately following the Transaction, to 4SC AG while keeping Tranche III in effect. Approximately
$1.5 million
of expense was recorded as a result of the issuance of these shares on April 12, 2019. No royalties are payable as of
June 30, 2019
or
December 31, 2018
as sales have not commenced.
Legal Proceedings
The Company is not currently a party to any litigation, nor is it aware of any pending or threatened litigation, that it believes would materially affect its business, operating results, financial condition or cash flows. However, its industry is characterized by frequent claims and litigation including securities litigation, claims regarding patent and other intellectual property rights and claims for product liability. As a result, in the future, the Company may be involved in various legal proceedings from time to time.
7. Fair Value
The following fair value hierarchy tables present information about each major category of our financial assets and liabilities measured at fair value on a recurring basis (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurement at June 30, 2019
|
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Assets
|
|
|
|
|
|
|
|
|
Money market funds
|
$
|
5,091
|
|
|
$
|
5,091
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Note receivable
|
$
|
920
|
|
|
$
|
—
|
|
|
$
|
920
|
|
|
$
|
—
|
|
|
Total assets at fair value
|
$
|
6,011
|
|
|
$
|
5,091
|
|
|
$
|
920
|
|
|
$
|
—
|
|
There were
no
transfers between Level 1, Level 2 or Level 3 for our assets during the periods presented.
For our money market funds, which are included as a component of cash and cash equivalents on the condensed consolidated balance sheet, unrealized gains and losses are reported as accumulated other comprehensive income (loss), and realized gains and losses are included in interest income on the condensed consolidated statements of operations.
In connection with the Vital APA as described in Note 4, the note receivable was estimated using published market-rate yields of junk bonds and Chinese corporate debentures.
The carrying amounts of other current assets and prepaid expenses, accounts payable, accrued expenses, and other current liabilities approximate their fair values due to their short-term nature.
8. Common Stock and Preferred Stock (Converted into Common Stock)
Shelf Registration Statement
In May 2018, Vital filed a shelf registration statement on Form S-3, (the “2018 Shelf Registration Statement”), which became effective in June 2018. The 2018 Shelf Registration Statement permits: (i) the offering, issuance and sale of up to
$200.0 million
of common stock, preferred stock, warrants, debt securities, and/or units in one or more offerings and in any combination; (ii) sales of up to
2.5 million
shares of common stock by certain selling stockholders; and (iii) the offering, issuance and sale by the Company of up to a maximum aggregate offering price of
$60.0 million
of its common stock that may be issued and sold under an “at-the-market” sales agreement, (the “ATM”), with Cantor Fitzgerald & Co (“Cantor”).
In July 2019, the Company terminated the ATM with Cantor and filed a Prospectus Supplement for the offering, issuance and sale of up to a maximum aggregate offering price of
$40.0 million
of common stock that may be issued and sold under an ATM with SVB Leerink LLC as agent (“SVB Leerink”). No shares have been sold under the 2018 Shelf Registration Statement. The Company intends to use the net proceeds from the offering, if any, to continue to fund the ongoing clinical development of its product candidates and for other general corporate purposes, including funding existing and potential new clinical programs and product candidates. The ATM will terminate upon the earlier of (i) the issuance and sale of all of the
shares through SVB Leerink on the terms and subject to the conditions set forth in the ATM or (ii) termination of the ATM as otherwise permitted thereby. The ATM may be terminated at any time by either party upon ten days’ prior notice, or by SVB Leerink at any time in certain circumstances, including the occurrence of a material adverse effect on the Company.
The Company has agreed to pay SVB Leerink a commission equal to
3.0%
of the gross proceeds from the sales of common shares pursuant to the ATM and has agreed to provide SVB Leerink with customary indemnification and contribution rights.
Common Stock
Immunic AG, a non-public company as of December 31, 2018, had authorized
846,953
shares of common stock, par value
€1.00
per share, which were issued in March 2016 for approximately
$56,000
.
As of June 30, 2019, the Company’s certificate of incorporation, as amended and restated, authorized the Company to issue
130,000,000
shares of common stock, par value of
$0.0001
. The voting, dividend and liquidation rights of the holders of the Company’s common stock are subject to and qualified by the rights, powers and preferences of the holders of the preferred stock.
Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are entitled to receive dividends, as may be declared by the board of directors, if any. Through June 30, 2019 and December 31, 2018, no cash dividends had been declared or paid.
On April 12, 2019, the Company issued
120,070
shares of its common stock to 4SC AG to settle Tranche IV of the Agreement as noted above. The issuance of such shares was valued at
$1.5 million
and expensed as research and development costs in the accompanying condensed consolidated statement of operations.
Preferred Stock
Immunic AG issued
13,541
Series A-1 Convertible and
299,456
Series A-2 Convertible preferred shares, par value
€1.00
per share, to investors as part of its growth financing plan in the total amount of
€31.7 million
(approximately
$37.2 million
) from inception (2016) through 2018. During the six months ended June 30, 2018, Immunic AG raised
$12.6 million
in cash in connection with Series A-2 Convertible preferred shares. Series A-1 Convertible and Series A-2 Convertible preferred shares were converted into Immunic AG’s ordinary shares immediately prior to the Transaction and were then exchanged for Immunic (former Vital) common shares at the consummation of the Transaction.
The Company’s certificate of incorporation, as amended and restated, authorizes the Company to issue
20 million
shares of
$0.0001
par value preferred stock, rights and preferences to be set by the Board of Directors.
No
preferred shares were outstanding as of June 30, 2019.
Stock Warrants
The Company issued warrants to purchase common stock in connection with financing activities and for consulting services in 2011. As of
June 30, 2019
, warrants for
6,015
shares of common stock were outstanding and exercisable at an exercise price of
$3,719.60
and expire in September 2019.
Stock Reserved for Future Issuance
Shares reserved for future issuance at
June 30, 2019
are as follows:
|
|
|
|
|
|
|
|
Number of
Shares
|
|
Common stock reserved for issuance for:
|
|
|
Outstanding stock options
|
16,987
|
|
|
Restricted stock units
|
127,500
|
|
|
Common stock options available for future grant:
|
|
|
2014 Equity Incentive Plan
|
40,727
|
|
|
2017 Inducement Equity Incentive Plan
|
46,250
|
|
|
Common stock reserved for issuance for outstanding warrants
|
6,015
|
|
|
Total common shares reserved for future issuance
|
237,479
|
|
9. Stock-Based Compensation Plans
Stock Option Programs
Under two stock option programs, the Company granted stock options to the members of the Immunic AG Supervisory Board and to key employees in 2018 and in 2019 prior to the Transaction. The programs were intended to incentivize the beneficiaries to dedicate their working capabilities in the best manner possible to the benefit of the Company. The stock options vest if and when an exit event occurs. An exit event is defined as a direct initial public offering has taken place, or an indirect initial public offering has taken place, or a trade sale has been consummated, or a disposal of the Company’s assets has been consummated, or another financially equivalent realization event has occurred.
Under the stock option program for the members of the Supervisory Board (the “VSOP SB”), the Company may grant stock options of the Company to members of the Company’s Supervisory Board for the time period of their service as members of Immunic AG's Supervisory Board. The shareholders’ approved the VSOP SB with a total of
31,593
stock options, corresponding to approximately
0.5%
of the Company’s issued share capital at the time of the decision. Under the stock option program for key employees (the “VSOP”), the Company may grant stock options of the Company to certain key employees. With the approval of the Supervisory Board, Immunic AG's Management Board shall determine how many stock options shall be granted and how they shall be allocated to the respective beneficiaries up to a total of
31,593
.
Further terms and conditions of both programs, the VSOP SB and the VSOP, are substantially similar. The following information is therefore shown aggregated for both programs. The Company accounts for both programs as cash-settled options and classifies their fair value as a liability upon vesting. Vesting of the VSOP SB and VSOP options was contingent upon an exit event. Upon consummation of the Transaction, which occurred on April 12, 2019, the Company recorded
$508,000
in compensation expense related to these stock options in the three and six months ended June 30, 2019.
Movements during the year
The following table illustrates the number and weighted average exercise prices of, and movements in, stock options during the six months ended:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2019
|
|
June 30, 2018
|
|
|
Options
|
|
Exercise Price
|
|
Options
|
|
Exercise Price
|
|
Outstanding as of January 1
|
6,937
|
|
|
$
|
—
|
|
|
4,464
|
|
|
$
|
—
|
|
|
Granted during the period
|
32,177
|
|
|
$
|
—
|
|
|
2,473
|
|
|
$
|
—
|
|
|
Forfeited during the period
|
—
|
|
|
|
|
—
|
|
|
|
|
Settled in cash during the period
|
(39,114
|
)
|
|
$
|
—
|
|
|
—
|
|
|
|
|
Expired during the period
|
—
|
|
|
|
|
—
|
|
|
|
|
Outstanding at June 30
|
—
|
|
|
|
|
6,937
|
|
|
$
|
—
|
|
|
Exercisable at June 30
|
—
|
|
|
|
|
—
|
|
|
|
No expense was recognized during the three and six months ended June 30, 2018. There were no cancellations or modifications to the awards in 2019 or 2018.
Measurement
The fair value of the Company’s stock of
$12.87
was determined based on negotiation with investors participating in the Financing as noted above. The fair value of the zero-cost option granted in course of the VSOP SB and the VSOP equals the fair value of the underlying stock (assuming no dividends).
Executive Bonus Agreement
In December 2018, the Company signed bonus agreements with all members of the Management Board. In case of an exit event each member of the Management Board has the right to receive
2.00%
of the overall disposal proceeds, including contingent or deferred proceeds like earn-out payments, reduced by transaction costs incurred.
In total
460,336
shares were granted in December 2018. The shares were vested and compensation cost of
€5.3 million
(approximately
$6 million
) was recognized upon the consummation of the Transaction which occurred on April 12, 2019.
Stock-Based Compensation Expense
Total stock-based compensation expense for all stock awards recognized in the accompanying unaudited condensed consolidated statements of operations is as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended June 30,
|
|
Six Months
Ended June 30,
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
Employees:
|
|
|
|
|
|
|
|
|
Research and development
|
$
|
130
|
|
|
$
|
—
|
|
|
$
|
130
|
|
|
$
|
—
|
|
|
General and administrative
|
6,361
|
|
|
—
|
|
|
6,361
|
|
|
—
|
|
|
Total
|
$
|
6,491
|
|
|
$
|
—
|
|
|
$
|
6,491
|
|
|
$
|
—
|
|
|
Non-employees:
|
|
|
|
|
|
|
|
|
Research and development
|
$
|
1,540
|
|
|
$
|
—
|
|
|
$
|
1,540
|
|
|
$
|
—
|
|
|
General and administrative
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
$
|
1,540
|
|
|
$
|
—
|
|
|
$
|
1,540
|
|
|
$
|
—
|
|
Summary of Equity Incentive Plans Assumed from Vital
Upon completion of the Transaction with Vital on April 12, 2019, Vital’s 2012 Stock Option Plan (the “2012 Plan”), Vital's 2014 Equity Incentive Plan (the “2014 Plan”) and Vital's 2017 Inducement Equity Incentive Plan (the "Inducement Plan"), were assumed by the Company. These plans are administered by the board of directors or, at the discretion of the board of directors, by a committee of the board of directors. The exercise prices, vesting and other restrictions are determined at the discretion of the board of directors, or its committee if so delegated, except that the exercise price per share of stock options may not be less than
100%
of the fair market value of the share of common stock on the date of grant and the term of the stock option may not be greater than
ten years
. Incentive stock options granted to employees and restricted stock awards granted to employees, officers, members of the board of directors, advisors, and consultants of the Company typically vest over
four years
. Non-statutory options granted to employees, officers, members of the board of directors, advisors, and consultants of the Company typically vest over
three
or
four years
. Shares that are expired, terminated, surrendered or canceled under the plans without having been fully exercised will be available for future awards.
The Company's 2014 Equity Incentive Plan, became effective in April 2014 and replaced the 2012 Stock Option Plan, with respect to future awards. The 2014 Plan provides for the grant of stock options, restricted stock, restricted stock units, stock appreciation rights, performance awards and performance units to employees, directors and consultants. The 2012 Plan provided for the grant of stock options, restricted stock, restricted stock units, stock purchase rights and performance awards to employees, directors and consultants.
Shares available for grant under the 2014 Plan include any shares remaining available or becoming available in the future under the 2012 Plan due to cancellation or forfeiture. In addition, the 2014 Plan provides for annual increases in the number of shares available for issuance thereunder beginning upon its effective date in April 2014, and on each annual anniversary, equal to the lower of
1,200,000
shares of the Company’s common stock or an amount as our board of directors may determine.
Shares available for grant under the 2014 Plan totaled
40,727
shares as of
June 30, 2019
.
In September 2017, Vital's board of directors approved the 2017 Inducement Equity Incentive Plan and amended and restated the plan in November 2017 (the “Inducement Plan”), which has terms and conditions substantially similar to our 2014 Plan. Under the Inducement Plan,
46,250
shares of our common stock were reserved to be used exclusively for non-qualified grants to individuals who were not previously our employees or directors as an inducement material to the individual’s entry into employment with us within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules.
The following table summarizes stock option activity since January 1, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted-
Average
Remaining
Contractual
Term (Years)
|
|
Aggregate
Intrinsic
Value
|
|
Outstanding as of January 1, 2019
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
Assumed in the Transaction with Vital
|
17,117
|
|
|
$
|
307.00
|
|
|
|
|
|
|
Granted
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
Exercised
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
Forfeited or expired
|
(130
|
)
|
|
$
|
320.00
|
|
|
|
|
|
|
Outstanding as of June 30, 2019
|
16,987
|
|
|
$
|
306.90
|
|
|
2.63
|
|
$
|
—
|
|
|
Options vested and expected to vest as of June 30, 2019
|
16,987
|
|
|
$
|
306.90
|
|
|
2.63
|
|
$
|
—
|
|
|
Options exercisable as of June 30, 2019
|
16,987
|
|
|
$
|
306.90
|
|
|
2.63
|
|
$
|
—
|
|
In an effort to maximize the cash on Vital's balance sheet for the Transaction, it restructured existing change of control and severance agreements with certain of its executive officers in January 2019. In addition, Vital canceled options granted to such officers and granted them a total of
127,500
RSUs. The purpose of the amendments and the RSU grants was to substitute stock awards for cash payments owed upon a change of control.
The RSUs vested in full upon consummation of the Transaction. At
June 30, 2019
,
127,500
RSUs were outstanding and vested. All common stock underlying the RSUs will be issued to the former Vital officers during the second half of 2019.
10. Related Party Transactions
In May 2019, the Company paid a success fee of
$72,000
in connection with the Transaction to a member of the supervisory board of Immunic AG who resigned effective May 31, 2019. In May 2019, the Company executed a consulting agreement with a former member of the board of directors of the Company who resigned upon the closing of the Transaction. No consulting fees were paid during the three or six months ended June 30, 2019.
11. Subsequent Event
In July 2019, the Company’s stockholders approved the 2019 Omnibus Equity Incentive Plan (the “2019 Plan”) which was adopted by the Company’s board of directors (the “Board”) with an effective date of June 14, 2019. The 2019 Plan allows for the grant of equity awards to employees, consultants and non-employee directors. A total of
1.5 million
shares of the Company’s common stock are available for grant under the 2019 Plan. On July 22, 2019, the Board approved the grant of options to purchase
199,727
shares of common stock to certain officers and members of the Board with an exercise price of
$13.63
. In addition, on August 1, 2019, the Board approved the grant of options to purchase
135,000
shares of common stock to certain officers with an exercise price of
$13.29
.