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Subsequent Events
9 Months Ended
Mar. 31, 2015
Subsequent Events [Abstract]  
Subsequent Events

Note 10 – Subsequent Events

From April 1, 2015 through May 19, 2015, the Company received $4.0 million in equity from Ampio.

On April 16, 2015, Luoxis and Vyrix, each previously a subsidiary of Ampio, entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Rosewind Corporation, a Colorado corporation and public company (“Rosewind”), Luoxis, Vyrix, two major stockholders of Rosewind and two subsidiaries of Rosewind created solely for the purposes of the Merger (as defined below), and which did not survive the Merger.

In the first stage of the transaction, each of Luoxis and Vyrix merged with and into one of Rosewind’s merger subsidiaries. Luoxis and Vyrix survived these mergers. The outstanding shares of stock of Luoxis and the outstanding shares of stock of Vyrix were converted into the right to receive shares of common stock in Rosewind. The Luoxis stock and the Vyrix stock were each converted at an exchange factor. The exchange factor for each of them was determined upon the basis of a relative independent value opinion obtained by Ampio prior to the Merger. The outstanding shares of Rosewind’s merger subsidiary that merged with Luoxis were converted into shares of Luoxis as the surviving corporation. The outstanding shares of Rosewind’s merger subsidiary that merged with Vyrix were converted into shares of Vyrix as the surviving corporation. After completion of the first stage of the transaction, Luoxis and Vyrix were wholly-owned subsidiaries of Rosewind.

In the second stage of the transaction, which occurred on the same day as the first stage of the transaction, each of Luoxis and Vyrix was merged with and into Rosewind, with Rosewind surviving. The first and second stage mergers are referred to collectively as the Merger. Following the consummation of the Merger, Ampio became the holder of 81.5% of the common stock of Rosewind. Accordingly, the combined business of Luoxis and Vyrix was deemed to be the accounting acquirer and these financial statements reflect the historical results of those businesses.

Included in Ampio’s ownership is 57,970,000 shares of common stock of Rosewind for (i) issuance to Rosewind of a promissory note from Ampio in the principal amount of $10,000,000, maturing on the first anniversary of the Merger; (ii) cancellation of indebtedness of Luoxis to Ampio in the amount of $8,000,000; and (iii) cancellation of indebtedness of Vyrix to Ampio in the amount of $4,000,000.

As of April 16, the 44,652,500 of outstanding shares of common stock were converted to Rosewind common stock totaling 96,191,193. Prior to the merger, the Rosewind shareholders held 19,435,402 shares of common stock. As a result of the merger, Rosewind’s outstanding shares of common stock is 173,597,365. On June 1, 2015, the Rosewind shareholders will vote on a reverse stock split of the Company’s common stock at a ratio of one new share for every 12.174 shares outstanding.

Pursuant to the Merger, the outstanding options in the Luoxis and Vyrix 2013 Option Plans were accelerated and cancelled with the Merger. Option holders received either a cash payment per option share equal to the difference between the consideration payable per share of common stock pursuant to the Merger and the exercise price of the option or, if the consideration paid to holders of common stock was less than the exercise price of such options, no amount was paid to the option holder in connection with the cancellation.