Quarterly report pursuant to Section 13 or 15(d)

Merger with Private Molecular (Tables)

v3.8.0.1
Merger with Private Molecular (Tables)
 9 Months Ended
Sep. 30, 2017
Business Combinations [Abstract]  
Purchase Price for Threshold on Closing Date of Merger

The purchase price for Threshold on August 1, 2017, the closing date of the Merger, was as follows (in thousands, except per share amounts):

 

 

August 1, 2017

 

 

Number of share of the combined company owned by Threshold stockholders

 

6,508

 

(1)

Multiplied by the price per share of Threshold common stock

$

5.94

 

(2)

Purchase price before options

$

38,658

 

 

Threshold options assumed

 

1,006

 

(3)

Total purchase price

$

39,664

 

 

 

1.

Represents the number of shares of common stock of the combined company that Threshold stockholders owned as of the closing of the Merger pursuant to the Merger Agreement. This amount is calculated as 6,508,356 shares of Threshold common stock outstanding as of August 1, 2017, adjusted for the 11-for-1 reverse stock split.

2.

The fair value of Threshold common stock used in determining the purchase price was $5.94, which was derived from the $0.54 per share closing price of Threshold on August 1, 2017, the current price at the time of closing, adjusted for the 11-for-1 reverse stock split.

3.

Because the Company is considered to be the acquirer for accounting purposes, the pre-Merger vested stock options granted by Threshold under the 2014 Equity Incentive Plan are deemed to have been exchanged for equity awards of the Company and as such the portion of the acquisition date fair value of these equity awards attributable to pre-Merger service to Threshold were accounted for as a component of the consideration transferred.
Summary of Allocation of Purchase Consideration to Assets Acquired and Liabilities Assumed

The following table summarizes the allocation of the purchase consideration to the assets acquired and liabilities assumed based on their fair values as of August 1, 2017 (in thousands):

 

 

August 1, 2017

 

 

Cash and cash equivalents

$

11,216

 

 

Prepaid expenses and other current assets

 

945

 

 

In-process research and development (IPR&D)

 

27,300

 

 

Goodwill

 

3,314

 

 

Accounts payable, accrued expenses

 

(1,990

)

 

Warrant liability

 

(1,121

)

 

Net assets acquired

$

39,664

 

 

 
Pro Forma Results in Connection with Merger

The unaudited financial information in the following table summarizes the combined results of operations of the Company and Threshold, on a pro forma basis, as if the Merger occurred at the beginning of the periods presented (in thousands, except per share data).

 

 

 

Nine Months Ended September 30,

 

 

 

2017

 

 

2016

 

Revenue

 

$

5,575

 

 

$

1,526

 

Net loss

 

$

(14,201

)

 

$

(28,226)