Subsequent Events
We have evaluated events that have occurred after June 30, 2023 and through the date that our condensed financial statements are issued.
In July 2023, we entered into an asset purchase agreement, or the Asset Purchase Agreement, with Fedson for the sale of certain ProNeura assets including our portfolio of drug addiction products, in addition to other early development programs based on the ProNeura drug delivery technology, or ProNeura Assets.
Our addiction portfolio consists of the Probuphine and Nalmefene implant programs. The ProNeura Assets constitute only a portion of our assets.
Under the terms of the Asset Purchase Agreement, Fedson will purchase the ProNeura Assets for an upfront purchase price of $2 million ($1 million at closing, $1 million to be held in escrow pending completion of certain conditions) with potential milestone payments to us of up to $50 million on future net sales of the products.
We will also receive certain royalties on future net sales of the products. As further consideration, Fedson will assume all liabilities related to a pending employment claim against us. The transaction is expected to close shortly following the signing of the Asset Purchase Agreement, subject to the satisfaction of customary closing conditions.
In July 2023, we received $250,000 in funding in exchange for the issuance of an unsecured promissory note for that principal amount to David E. Lazar, our Chief Executive Officer and chairman of our Board of Directors (the “Lazar Promissory Note”). Pursuant to the Lazar Promissory Note, the principal amount will accrue interest at a rate of the Prime Rate + 2.00% per annum, and all principal and accrued interest will be due and payable on the earlier of January 1, 2024 or such time as we receive debt or equity financing or proceeds in excess of $500,000 from the aforementioned transaction with Fedson.
In July 2023, we granted, pursuant to our Fifth Amended and Restated 2015 Omnibus Equity Incentive Plan, and as approved by our Board of Directors, an aggregate of 450,000 shares of fully vested unrestricted common stock to six members of the Board of Directors and one member of the management team.
In August 2023, we received $500,000 in funding in exchange for the issuance of a convertible promissory note for that principal amount to Choong Choon Hau (the “Hau Promissory Note”). Pursuant to the Hau Promissory Note, the principal amount will accrue interest at a rate of 10% per annum and will be payable monthly.
All principal and accrued interest shall be due and payable on January 1, 2024, unless extended as provided.
All or part of the Hau Promissory Note can be converted into our common stock at a conversion price of $0.5287 per share from time to time following the issuance date and ending on the maturity date.
TRUISM
Bearish
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