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Subsequent Events | 3 Months Ended
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Mar. 31, 2023
Subsequent Events [Abstract] |
Subsequent Events | 16. Subsequent Events The Company has evaluated subsequent events and there are no items requiring disclosure except the following: Cell Therapy Clinical Trial Update On April 27, 2023, the Company announced preliminary results from its Phase 1 trial of CYNK-001, its investigational unmodified NK cell therapy in development for the treatment of R/R AML and MRD positive AML. Based on preliminary analysis of the Phase 1 trial data made available to the Company in April 2023, this trial will now be closed to further enrollment. As a result, the Company expects to incur a full impairment charge on its CYNK-001 IPR&D asset for $89,100 and will be evaluating the potential impact for any further goodwill impairment on the Cell Therapy reporting unit, as well as analyzing the potential impact for any impairment for any other long-lived assets for the quarter ended June 30, 2023. Yorkville Pre-Paid Advance In April 2023, the Company and Yorkville agreed that Yorkville would not accelerate any amounts outstanding under the PPA provided that (i) the Company pays the remaining balance on the first trigger payment of approximately $4,600 within two business days of closing a financing transaction, but in any event no later than April 14, 2023; and (ii) the Company pays in full the payment due on the second trigger payment of approximately $6,500 within two business days of closing a financing transaction, but in any event no later than May 14, 2023. As noted below, in April 2023, the Company used the net proceeds from the registered direct offering to pay in full the remaining balance on the first trigger payment and approximately $900 was applied towards the second trigger payment. Further, in May 2023 as discussed below, the Company used the net proceeds from the RWI Bridge Loan (as defined below) to repay the remaining balance on the second trigger payment in full for approximately $5,600. The Company also agreed to include a proposal in its definitive proxy statement filed on May 1, 2023 with the SEC, seeking stockholder approval for the issuance of more than 20% of its pre-transaction Class A common stock outstanding at a price below the minimum price pursuant to the PPA. Further, absent prior written consent from Yorkville, the Company agreed it will not increase the size or amount borrowed under the C.V. Starr loan facility nor will not incur other borrowings or liens of any kind as long as any amounts are due and remain outstanding to Yorkville until paid in full. The Company agreed that all obligations due and owing to Yorkville will become secured obligations upon any violation under the PPA. Default interest rate of 15% will apply from March 30, 2023, until such date Yorkville is paid in full for the balance of both the first and second trigger payments. Interest shall accrue at the regular rate following payment of the obligations cited above if the price of the Company's stock trades sufficiently above the floor price such that no triggering event is in effect at the time of the full repayment. The Company is also seeking stockholder approval to lower the floor price at which shares may be sold to Yorkville pursuant to the PPA to $0.50. Refer to the Going Concern disclosure in Note 1 for further details. Registered Direct Offering On April 10, 2023, the Company closed on a registered direct offering of 9,230,770 shares of its Class A common stock together with warrants to purchase up to 9,230,770 shares of its Class A common stock at a combined purchase price of $0.65 per share and accompanying warrant, resulting in total gross proceeds of approximately $6,000 before deducting placement agent commissions and other estimated offering expenses. The warrants have an exercise price of $0.75, will be exercisable beginning six months after the date of issuance and will expire five years thereafter. The Company also amended existing warrants to purchase up to an aggregate of 4,054,055 shares at an exercise price of $8.25 per share, with an expiration date of May 20, 2027, held by the same investor, effective upon the closing of the offering, to reduce the exercise price to $0.75 per share and extended expiration date to five and one-half years following the closing of the offering. The Company used the $5,500 net proceeds from the offering to repay its obligations to Yorkville under the PPA. RWI Senior Secured Bridge Loan On May 16, 2023, with written consent provided by Yorkville, the Company entered into a senior secured loan agreement ("RWI Bridge Loan") with Resorts World Inc Pte Ltd, ("RWI") providing for a loan in the aggregate principal amount of $6,000 net of an original issue discount of $120, which bears interest at a rate of 12.5% per year, with the first year of interest being paid in kind on the last day of each month, and matures June 14, 2023. Pursuant to the terms of the RWI Bridge Loan, the Company is required to apply the net proceeds from the RWI Bridge Loan to the payment due to Yorkville pursuant to that certain pre-paid advance agreement dated September 15, 2022, as amended, or the PPA. Any other use of proceeds requires prior written approval by RWI. RWI is affiliated with Lim Kok Thay, a member of the Company's board of directors. Pursuant to the terms of the RWI Bridge Loan, the Company agreed to customary negative covenants restricting its ability to repay indebtedness, pay dividends to stockholders, repay or incur other indebtedness other than as permitted, grant or suffer to exist a security interest in any of its assets, other than as permitted, or hold cash and cash equivalents less than $3,000 for more than five consecutive business days. In addition to the negative covenants in the RWI Bridge Loan, the RWI Bridge Loan includes customary events of default. Pursuant to the terms of the RWI Bridge Loan, the Company granted RWI a senior security interest in all of its assets, pari passu with C.V. Starr pursuant to the Starr Bridge Loan (see Note 7). Officer Departure On May 16, 2023, Bradley Glover, Ph.D., Executive Vice President and Chief Operating Officer and principal operating officer, notified the Company of his decision to resign from his role effective as of May 31, 2023 to pursue another opportunity. Dr. Glover’s decision to resign was not due to any disagreement with the Company on any matter, or relating to its operations, policies, or practices. May 2023 Private Placement On May 17, 2023, the Company entered into a securities purchase agreement with a group of accredited investors, providing for the private placement of an aggregate (i) 5,813,945 shares of its Class A common stock and (ii) accompanying warrants to purchase up to 5,813,945 shares of Class A common stock (the “May 2023 PIPE Warrants”), for $0.52 per share and $0.125 per accompanying May 2023 PIPE Warrant, for an aggregate purchase price of approximately $3,700, which private placement closed on May 18, 2023 upon satisfaction of customary closing conditions. Each May 2023 PIPE Warrant has an exercise price of $1.00 per share, is immediately exercisable, will expire on May 18, 2028 (five years from the date of issuance), and is subject to customary adjustments for certain transactions affecting the Company’s capitalization. The May 2023 PIPE Warrants may not be exercised if the aggregate number of shares of Class A common stock beneficially owned by the holder thereof (together with its affiliates) would exceed the specified percentage cap provided therein (which may be adjusted upon 61 days advance notice) immediately after exercise thereof. The Company also entered into a registration rights agreement with the purchasers whereby it agreed to register the resale of the shares of Class A common stock and the shares of Class A common stock issuable upon exercise of the May 2023 PIPE Warrants. The Company will be required to prepare and file a registration statement with the SEC, within 30 days, and to use commercially reasonable efforts to have the registration statement declared effective within 45 days if there is no review by the SEC, and within 90 days in the event of such review, and in any event, no later than July 31, 2023.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -URI https://asc.fasb.org/topic&trid=2122774 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=6842918&loc=SL6314017-165662 + Details
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