| Schedule of unaudited pro forma balance sheet that gives effect to the Financing Activities, Restricted Funds and Early Payments |
Presented below is an unaudited pro forma balance sheet that gives effect to the Financing Activities and Early Payments discussed above, as if these events had occurred on June 30, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaudited Pro Forma Adjustments
|
|
|
|
|
|
|
|
|
|
Equity Financings
|
|
Offering
|
|
Xoma Early
|
|
Unaudited
|
|
|
|
Historical
|
|
New Investors
|
|
Other
|
|
Costs
|
|
Payments
|
|
Pro Forma
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash, cash equivalents and restricted cash
|
|
$
|
11,573
|
|
$
|
20,000
|
(1)
|
$
|
4,050
|
(2)
|
$
|
(1,443)
|
(3)
|
$
|
(3,391)
|
(4)
|
$
|
30,789
|
|
Prepaid expenses and other
|
|
|
571
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
571
|
|
Non-current assets
|
|
|
108
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
108
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
12,252
|
|
$
|
20,000
|
|
$
|
4,050
|
|
$
|
(1,443)
|
|
$
|
(3,391)
|
|
$
|
31,468
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
$
|
8,379
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(1,391)
|
(4)
|
$
|
6,988
|
|
Non-current liabilities
|
|
|
2,121
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,000)
|
(4)
|
|
121
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
10,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,391)
|
|
|
7,109
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
|
210
|
|
|
69
|
(1)
|
|
14
|
(2)
|
|
—
|
|
|
—
|
|
|
293
|
|
Additional paid-in capital
|
|
|
128,445
|
|
|
19,931
|
(1)
|
|
4,036
|
(2)
|
|
(1,443)
|
(3)
|
|
—
|
|
|
150,969
|
|
Accumulated deficit
|
|
|
(126,903)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(126,903)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders' equity
|
|
|
1,752
|
|
|
20,000
|
|
|
4,050
|
|
|
(1,443)
|
|
|
—
|
|
|
24,359
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders' equity
|
|
$
|
12,252
|
|
$
|
20,000
|
|
$
|
4,050
|
|
$
|
(1,443)
|
|
$
|
(3,391)
|
|
$
|
31,468
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares of Common Stock outstanding
|
|
|
210,390
|
|
|
68,966
|
(1)
|
|
13,965
|
(2)
|
|
—
|
|
|
—
|
|
|
293,321
|
|
(1)
|
|
Gives effect to the issuance of 69.0 million shares in a private placement of Common Stock to the New Investors for gross proceeds of $20.0 million.
|
|
(2)
|
|
Gives effect to the issuance of approximately 14.0 million shares of Common Stock to other investors in the private placement for gross proceeds of $4.1 million.
|
|
(3)
|
|
Gives effect to the financial advisory fees payable at 6.0% of the gross proceeds from the issuance of shares in the private placement.
|
|
(4)
|
|
Gives effect to the Early Payments to Xoma based on 15% of the net proceeds from equity financings of $22.6 million.
|
|
| Schedule of options granted to executive officers and other employees |
summary of the number of options granted to executive officers and other employees:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Time-Based Vesting
|
|
Performance
|
|
Total
|
|
|
|
Exercise
|
|
Number of Shares
|
|
Vesting
|
|
Shares
|
|
|
|
Price
|
|
Vested
|
|
Unvested
|
|
Shares
|
|
Granted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive officers
|
|
$
|
0.29
|
|
3,588
|
|
11,562
|
(1)
|
7,550
|
(2)
|
22,700
|
|
Other employees
|
|
|
0.29
|
|
921
|
|
6,629
|
(1)
|
3,700
|
(2)
|
11,250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
4,509
|
|
18,191
|
|
11,250
|
|
33,950
|
|
(1)
|
|
Stock options are subject to time-based vesting in two tranches, whereby (i) 25% of such options are immediately exercisable for employees who have been employed by the Company for more than one year, and for employees that have been employed by the Company less than one year, 25% of such options will vest on the one year anniversary of the employee’s start date; and (ii) the remaining 75% of the stock options will vest ratably over a period of 36 months after vesting of the initial 25% tranche.
|
|
(2)
|
|
Vesting of these stock options is subject to achievement of performance milestones whereby such options will vest ratably over a period of 36 months beginning when all of the following have occurred: (i) the Company achieves a listing for its shares of Common Stock on a national stock exchange; (ii) the Company’s closing stock price exceeds $0.58 per share for 20 trading days in any consecutive 30 day period within 4 years of the date of the option grant, and (iii) the option recipient having completed at least one year of employment with the Company.
|
|