Annual report [Section 13 and 15(d), not S-K Item 405]

Subsequent Events

v3.25.1
Subsequent Events
12 Months Ended
Dec. 31, 2024
Subsequent Events [Abstract]  
Subsequent Events

17. Subsequent Events

On February 21, 2025 (“Closing Date”), the Company entered into an Agreement and Plan of Merger and Reorganization (“Merger Agreement”) with Project IKT Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), CorHepta Pharmaceuticals, Inc., a Delaware corporation (“CorHepta”), and Preston S. Klassen, solely in his capacity as sellers’ representative. Pursuant to the Merger Agreement, on the Closing Date, Merger Sub merged with and into CorHepta (“Merger”), with CorHepta surviving the Merger as a wholly-owned subsidiary of the Company. On the Closing Date, the Company paid consideration for CorHepta of $15.0 million, subject to a customary purchase price adjustment mechanism. The Company paid the purchase price pursuant to the issuance of an aggregate of 4,979,101 shares (“Consideration Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”), to the former stockholders of CorHepta (“CorHepta Stockholders”), of which 3,319,397 were issued as upfront consideration (“Upfront Consideration”). 82,979 Consideration Shares of the Upfront Consideration were deposited in a twelve-month escrow for purposes of satisfying potential indemnity obligations of the CorHepta Stockholders under the Merger Agreement. The remaining Consideration Shares were issued as contingent consideration (“Contingent Consideration”), which will vest upon achievement of a certain milestone. If the vesting condition is not satisfied as of the first anniversary of the Closing Date, then the Contingent Consideration will be forfeited. The Company is currently evaluating the accounting implications for the Merger Agreement.

In January 2025, in connection with the October 2024 Offering, the Company issued 702,625 warrants with an exercise price of $1.7125 and an expiration date of January 25, 2028.

On January 3, 2025, the number of the Company's authorized shares of common stock was increased from 100,000,000 shares to 500,000,000 shares. Also, the number of authorized shares of common stock reserved for issue under the Company's 2020 Equity Incentive plan was increased by 27,453,993 shares.