Reverse Merger (Tables)

6 Months Ended

Jun. 30, 2017

Schedule of Purchase Price Consideration

The purchase price for Tokai on May 9, 2017, the closing date of the merger, was as follows (in thousands):


Fair value of Tokai common stock outstanding (1)	$	14,486
Premium paid (2)		8,889

Purchase price	$	23,375

(1)	Comprised of 2,515,739 shares of common stock outstanding at the date of the Reverse Merger based on the closing price of $5.76 per share on May 9, 2017, as adjusted for the one for nine reverse stock split on May 11, 2017.

(2)	Premium paid over fair value of common stock based on net tangible asset multiple of 1.08x book value of Tokai equity of $21.5 million as of May 9, 2017.

Summary of Allocation of Estimated Purchase Price to Acquired Assets and Liabilities Assumed

The allocation of the estimated purchase price to the acquired assets and liabilities assumed of Tokai, based on their estimated fair values as of May 9, 2017, the close of the transaction, is as follows (in thousands):


Cash, cash equivalents, and restricted cash	$	23,250
Prepaids and other current assets		1,132
Property and equipment		73
Goodwill		1,867
Accounts payable, accrued expenses and other liabilities		(2,947	)

Net assets acquired	$	23,375

Summary of Combined Results of Operations of Company and Tokai, on a Pro Forma Basis

The unaudited financial information in the following table summarizes the combined results of operations of the Company and Tokai, on a pro forma basis, as if the merger had occurred at the beginning of the periods presented (in thousands):


	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
Operating expenses
Research and development	$	686		$	10,487		$	1,471		$	19,109
General and administrative		2,592			4,020			5,474			7,991

Total operating expenses		3,278			14,507			6,945			27,100

Loss from operations		(3,278	)		(14,507	)		(6,945	)		(27,100	)
Other income, net		18			(21	)		55			42

Net loss and comprehensive loss	$	(3,260	)	$	(14,528	)	$	(6,890	)	$	(27,058	)

Net loss per share, basic and diluted	$	(0.47	)	$	(2.20	)	$	(0.99	)	$	(4.10	)

Weighted-average shares outstanding, basic and diluted		6,943,831			6,605,009			6,943,831			6,605,009