As Calculated On A Fully Diluted Basis, Post-Combination Pre-Financing Ownership Will Be Approximately 35% For The Pre-Combination Stockholders Of The Company And Approximately 65% For Phytanix Bio Stockholders.
Benzinga Newsdesk 1 year ago
M&A
Structure of CombinationUnder the terms of the Exchange Agreement, the Company, in exchange for all of the outstanding shares of Phytanix Bio, issued on a pro rata basis to each of the common stockholders of Phytanix
Structure of Combination
Under the terms of the Exchange Agreement, the Company, in exchange for all of the outstanding shares of Phytanix Bio, issued on a pro rata basis to each of the common stockholders of Phytanix Bio, an aggregate of (A) 117,690 shares of the Company's common stock, par value $0.0001 per share ("Common Stock"), which shares represent a number equal to no more than 19.99% of the outstanding shares of Common Stock as of immediately before the closing on May 16, 2025, (B) 5,705 shares of the Company's Series C Convertible Preferred Stock, par value $0.000001 per share (the "Series C"), and (C) 950,000 shares of the Company's Series C-1 Convertible Preferred Stock, par value $0.000001 per share (the "Series C-1"). In addition, in exchange for all of the outstanding preferred stock of Phytanix Bio, the Company issued on a pro rata basis to each of PHX's preferred stockholders an aggregate of (i) 20,000 shares of Series D Preferred Stock, par value $0.000001 per share of the Company (the "Series D" together with the Series C and Series C-1, the "Preferred Stock"), and (ii) common stock purchase warrants to purchase up to 715,493 shares of common stock (the "Warrants"). The issuance of the shares of Common Stock, the Preferred Stock, and the Warrants occurred on May 16, 2025. Each share of Preferred Stock is convertible into one of common stock, subject to certain conditions described in the Exchange Agreement.
As calculated on a fully diluted basis, post-Combination pre-financing ownership will be approximately 35% for the pre-Combination stockholders of the Company and approximately 65% for Phytanix Bio stockholders.
The issuance of shares of common stock upon conversion of the Preferred Stock and exercise of the Warrants issued in the Combination shall be subject to stockholder approval in compliance with the rules of the Nasdaq Stock Market.