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Subsequent Events
9 Months Ended
Sep. 30, 2019
Subsequent Events  
Subsequent Events

15. Subsequent Events

 

The Company has evaluated all events or transactions that occurred after September 30, 2019 up through the date the condensed financial statements were issued. Other than as set forth below, there were no material recognizable or nonrecognizable subsequent events during the period evaluated.

 

The Merger

 

On October 29, 2019, the Company entered into an amendment to the Original Merger Agreement with NeuroBo and Merger Sub. See Note 3– Merger Agreement. The amendment amended certain of the terms of the Original Merger Agreement by, among other things, (i) reducing the minimum net cash amount the Company is required to have at the closing of the Merger (the “Parent Cash Amount”) from negative $3,000,000 to negative $3,750,000; (ii) clarifying that the Parent Cash Amount will not be reduced for pre-closing payments by the Company of certain amounts related to the development of gemcabene that the parties previously expected would be incurred post-closing pursuant to the CVR Agreement; (iii) providing for an increase in the size of the combined company’s board of directors to ten; and (iv) extending the date after which either the Company or NeuroBo may terminate the Merger Agreement from December 24, 2019 to February 22, 2020.

 

The annual meeting of stockholders of the Company, where stockholders will be asked to vote, among other things, on the issuance of the Company’s common stock to NeuroBo's stockholders pursuant to the Merger Agreement and the change of control of the Company resulting from the Merger, has been scheduled for December 6, 2019 pursuant to a notice of annual meeting dated November 6, 2019.

 

Beijing SL Agreement 

 

A non-refundable upfront payment of $2.5 million was received by the Company in October 2019 under the Beijing SL Agreement. The Company has not yet met its performance obligations related to this payment. As such, the upfront non-refundable payment collected was recorded as a deferred revenue liability upon receipt.

 

Nasdaq Compliance

As previously disclosed, on August 12, 2019, the Company received written notice from Nasdaq stating that the Company no longer complied with the minimum stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1) for continued listing on The Nasdaq Capital Market because the Company’s stockholders’ equity, as reported in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019, had fallen below $2.5 million. On September 26, 2019, the Company submitted its compliance plan to Nasdaq, explaining how the Company believes that the completion of its proposed merger with NeuroBo will address the stockholders’ equity deficiency.

On October 4, 2019, Nasdaq notified the Company that it had determined to grant the Company an extension until February 10, 2020 to regain compliance. Under the terms of the extension, NeuroBo must receive approval of its initial listing application and the Company must consummate the Merger on or before February 10, 2020. If NeuroBo fails to receive approval of its initial listing application or the Company fails to consummate the Merger prior to February 10, 2020, Nasdaq will provide written notification to the Company that its securities will be delisted. At that time, the Company may appeal the Staff’s determination to a Listing Qualifications Panel.

There can be no assurance that the Company will be successful in implementing its plan to regain compliance with the minimum stockholders’ equity requirement, will regain compliance with the Minimum Bid Price Rule, or will otherwise be in compliance with other Nasdaq Listing Rules. See Part II “Other Information,” Item 1A “Risk Factors” of this Quarterly Report on Form 10-Q.