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Subsequent Events
6 Months Ended
Dec. 31, 2015
Subsequent Events [Abstract]  
Subsequent Events

NOTE 7—SUBSEQUENT EVENTS

The Merger

On February 12, 2016, the Company, Protagenic Therapeutics, Inc. (“Protagenic”), and the Company’s newly-formed subsidiary Protagenic Acquisition Corp. (Acquisition Corp.) entered into a Merger Agreement and completed the Merger. Before their entry into the Merger Agreement, no material relationship existed between the Company (or its Acquisition Corp. subsidiary) and Protagenic.

Pursuant to the Merger Agreement, Protagenic Acquisition Corp., a wholly-owned subsidiary of the Company, merged with and into Protagenic Therapeutics, Inc., with Protagenic Therapeutics, Inc. remaining as the surviving entity. The Company acquired the business of Protagenic Therapeutics, Inc. pursuant to the Merger and will continue the existing business operations of Protagenic Therapeutics, Inc. as a wholly-owned subsidiary.

Simultaneously with the Merger, on February 12, 2016, all of the issued and outstanding shares of Protagenic common stock converted, on a 1 for 1 basis, into shares of the Company’s Series B Preferred Stock, par value $0.000001 per share (assuming no exercise of dissenters’ rights by any former Protagenic stockholder). Also on the Closing Date, all of the issued and outstanding options to purchase shares of Protagenic common stock, and all of the issued and outstanding warrants to purchase shares of Protagenic common stock, converted, on a 1 for 1 basis, into options (the “New Options”) and new warrants (the “New Warrants”) respectively, to purchase shares of the Company’s Series B Preferred Stock. The New Options will be administered under Protagenic’s 2006 Employee, Director and Consultant Stock Plan (the “2006 Plan”), which the Company assumed and adopted on the Closing Date in connection with the Merger.

 

The Merger (Continued)

On the Closing Date, (i) the former Protagenic common stock was exchanged for the right to receive 6,612,838 shares of Series B Preferred Stock (assuming no exercise of dissenters’ rights by any former Protagenic stockholder); (ii) New Options to purchase 1,707,744 shares of Series B Preferred granted under the 2006 Plan, having an average exercise price of approximately $0.66 per share, were issued to optionees pursuant to the assumption of the 2006 Plan; (iii) the holders of options to purchase the Company’s common stock were issued options (“Predecessor Options”) to purchase 17,784 shares of Series B Preferred Stock at $1.25 per share; (iv) New Warrants to purchase 3,403,367 shares of Series B Preferred Stock at an average exercise price of approximately $1.01 per share were issued to holders of Protagenic warrants; and (iv) 2,775,000 shares of Series B Preferred Stock were issued to investors at a purchase price of $1.25 per share in the Private Offering, as defined below.

Upon the effectiveness of the Merger, the holders of the Predecessor’s Series A Preferred Stock exchanged all of the issued and outstanding Series A Preferred Stock for an aggregate of 297,468 shares of Series B Preferred Stock (which would become 297,468 shares of Common Stock upon the effectiveness of the Reverse Split).

In addition, warrants (“Predecessor Warrants”) to purchase 295,945 shares of Series B Preferred Stock at $1.25 per share were issued to Strategic Bio Partners, LLC, the designee (the “Designee”) of the holders of the Predecessor’s debt in consideration of the cancellation of such debt, and Placement Agent Warrants, to purchase 295,945 shares of Series B Preferred shares.

On February 12, 2016, immediately after the closing of the Merger, the Company split off all of its equity interest in 29 wholly-owned subsidiaries. The split-off was accomplished through the sale of all equity interests in these wholly-owned subsidiaries to Quintel Holdings, Inc.

The Private Offering

At the time of the Merger, a private placement offering closed, whereby 2,775,000 shares of Series B Preferred Stock were sold at a purchase price of $1.25 per share, for the gross consideration of $3,468.