v3.26.1
Subsequent Events
6 Months Ended
Jun. 30, 2026
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 15. SUBSEQUENT EVENTS

 

Merger with Kira Pharmaceuticals

 

On July 16, 2026, the Company acquired Kira Pharmaceuticals (“Kira”), a Cayman Islands exempted company, in accordance with the terms of the Agreement and Plan of Merger, dated July 16, 2026 (the “Merger Agreement”), by and among the Company, Kira and Kira Holdco Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”). Pursuant to the Merger Agreement, Kira merged with and into Merger Sub, pursuant to which Merger Sub was the surviving corporation and became a wholly owned subsidiary of the Company (the “Merger”).

 

Under the terms of the Merger Agreement, in exchange for the outstanding shares of Kira, the Company issued to former Kira shareholders an aggregate of (i) 5,195,009 shares of its voting common stock, and (ii) 4,644,977 shares of Non-Voting Convertible Preferred Stock (defined below), each convertible into 61 shares of the Company’s common stock upon stockholder approval (“Stockholder Approval”). Outstanding Kira options were assumed and converted into options to purchase an aggregate of 392,791 shares of the Company’s common stock and 351,201 shares of Non-Voting Convertible Preferred Stock. In addition, a total of 254,462 shares of Non-Voting Convertible Preferred Stock were issued in settlement of future equity rights held by certain Kira investors as of the date of the merger.

 

Immediately following the Merger and prior to giving effect to the Financing described below, pre-Merger Company shareholders held approximately 11.27% of the Company’s common stock and former Kira shareholders held approximately 88.73%, calculated on a fully-diluted basis assuming conversion of all convertible preferred shares to common stock. Following the Financing, pre-Merger Company shareholders, Kira shareholders and the PIPE Investors (defined below) will hold approximately 6.68%, 49.86% and 43.46%, respectively, calculated on a fully-diluted basis assuming conversion of all convertible preferred shares to common stock.

 

Pursuant to the Merger Agreement, the Company agreed to hold a stockholders’ meeting within 120 days following the closing of the Merger to seek approval of, among other matters, the conversion of the Non-Voting Convertible Preferred Stock into the Company’s common stock and an amendment to the Company’s certificate of incorporation to increase authorized common stock sufficient to permit that conversion.

 

Contingent Value Rights Agreement

 

On July 16, 2026, the Company and the Rights Agent (as defined therein) executed and delivered a contingent value rights agreement (the “CVR Agreement”), pursuant to which each holder of the Company’s common stock of record immediately prior to the effective time is entitled to one contractual contingent value right (“CVR”) issued by the Company, subject to and in accordance with the terms and conditions of the CVR Agreement, for each share of the Company’s common stock held by such holder. Each CVR shall entitle the holder thereof to receive a pro rata portion of $30.0 million (the “Milestone Payment”) if the United States Food and Drug Administration issues a Priority Review Voucher (as defined in the CVR Agreement) in connection with briquilimab (the “Milestone”) on or prior to December 31, 2028 (the “Expiration Date”). If the Milestone is achieved on or prior to the Expiration Date and the Company undergoes a Change of Control (as defined in the CVR Agreement), the Company shall pay the Milestone Payment on the earlier of (i) the date of the consummation of such Change of Control and (ii) 90 days following the Monetization Event (as defined in the CVR Agreement). If the Milestone is achieved on or prior to the Expiration Date but a Monetization Event has not yet occurred on or prior to the Expiration Date, the CVRs shall continue in full force and effect and shall not expire until the Milestone Payment has been paid in full, with the Milestone Payment to be paid on the date that is 90 days following the Monetization Event. The CVRs are not transferable, except in certain limited circumstances as will be provided in the CVR Agreement, will not be certificated or evidenced by any instrument, and will not be registered with the SEC or listed for trading on any exchange.

 

Financing

 

Concurrently with execution of the Merger Agreement, the Company entered into a Securities Purchase Agreement with certain investors (“PIPE Investors”) to sell approximately 4,655,951 shares of Non-Voting Convertible Preferred Stock (“PIPE Securities”) for aggregate gross proceeds of approximately $132.0 million (“Financing”). The Financing closed on July 20, 2026.

 

Transaction Costs

 

In connection with the planned Merger, the Company incurred transaction costs of approximately $0.4 million during the three and six months ended June 30, 2026 that are included as general and administrative expenses in the condensed consolidated statement of operations and comprehensive loss for the three and six months ended June 30, 2026.

 

Non-Voting Convertible Preferred Stock and Certificate of Designation

 

On July 16, 2026, in connection with the Merger and the Financing, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Non-Voting Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware, authorizing the issuance of 9,906,591 shares of non-voting convertible preferred stock (“Non-Voting Convertible Preferred Stock”), par value $0.0001 per share.

 

Holders of the Non-Voting Convertible Preferred Stock are entitled to receive dividends on an as-if-converted-to-voting-common-stock basis in the same form and manner as dividends paid on the Company’s voting common stock, other than dividends payable in shares of voting common stock. Holders of the Non-Voting Preferred Stock are not entitled to receive contingent value rights distributed pursuant to the CVR Agreement or any payments made under the CVR Agreement. No other dividends are payable on the Non-Voting Preferred Stock.

 

The Non-Voting Convertible Preferred Stock have no voting rights, except as required by law or provided in the Certificate of Designation. However, for as long as any shares of Non-Voting Convertible Preferred Stock remain outstanding, the Company may not, without the affirmative vote of holders of a majority of the then-outstanding Non-Voting Convertible Preferred Stock: (i) adversely alter the powers, preferences or rights of the Non-Voting Convertible Preferred Stock or amend the Certificate of Designation, the Company’s certificate of incorporation or bylaws in a manner adverse to the Non-Voting Convertible Preferred Stock; (ii) issue further shares of Non-Voting Convertible Preferred Stock or increase or decrease the authorized number of shares of Non-Voting Convertible Preferred Stock; (iii) prior to Stockholder Approval, consummate a Fundamental Transaction (as defined in the Certificate of Designation) or certain other mergers, consolidations or business combinations; (iv) prior to Stockholder Approval, authorize or issue any class or series of stock senior to or on parity with the Non-Voting Convertible Preferred Stock; (v) amend, waive or modify the Merger Agreement in a manner reasonably likely to prevent, impede or materially delay Stockholder Approval or the automatic conversion of the Preferred Stock; or (vi) enter into any agreement with respect to any of the foregoing.

 

The Non-Voting Convertible Preferred Stock ranks on parity with the Company’s common stock upon liquidation, dissolution or winding up. Holders are entitled to receive the amount they would have received had their shares been fully converted into voting common stock, without regard to beneficial ownership limitations, plus any declared but unpaid dividends.

 

Each share of Non-Voting Convertible Preferred Stock will automatically convert into 61 shares of voting common stock on the third business day following Stockholder Approval, subject to applicable beneficial ownership limitations. Stockholder Approval includes approval of the conversion under The Nasdaq Stock Market LLC listing rules and an amendment to the Company’s certificate of incorporation authorizing sufficient shares of voting common stock. Shares not automatically converted because of a beneficial ownership limitation will remain outstanding and may subsequently be converted at the holder’s option. The conversion ratio is subject to proportionate adjustment for stock dividends, stock splits and combinations of voting common stock and, following a Fundamental Transaction, will be adjusted so that holders receive upon conversion the same securities, cash or other property they would have received had the shares been converted immediately before the transaction. The beneficial ownership limitation is initially set by each holder at between 4.9% and 19.9% of the voting common stock outstanding after giving effect to the conversion. A holder may reduce its limitation immediately or increase it, up to 19.9%, upon 61 days’ prior written notice.

 

At any time following the earlier of Stockholder Approval or 12 months after the initial issuance of the Non-Voting Convertible Preferred Stock, if a holder submits a notice of conversion and the Company fails to deliver the applicable shares of voting common stock by the third trading day after the applicable share delivery date, the holder may require the Company, out of legally available funds, to pay cash equal to the fair value of the undelivered shares. The cash payment is due within two business days after the holder’s request and extinguishes the Company’s obligation to deliver the related shares. If Stockholder Approval has not been obtained when the conversion notice is delivered, the holder’s cash-settlement request is deemed to have been made automatically. Fair value is based on the last reported closing price of the voting common stock on its principal trading market on the trading day immediately preceding delivery of the conversion notice.

 

The Non-Voting Convertible Preferred Stock is not redeemable, except that this limitation does not restrict the holders’ cash-settlement rights described above.

 

Due to the proximity of the acquisition date to the Company’s filing of its quarterly report on Form 10-Q for the period ended June 30, 2026, the initial accounting for the Kira acquisition is incomplete, and therefore the Company is unable to disclose certain information required by ASC 805, Business Combinations, including whether the transaction constitutes the acquisition of a business or an asset acquisition, the fair value of the assets acquired, and the resulting allocation of the cost of the acquisition. The Company expects to complete its evaluation and provide the applicable disclosures required by ASC 805, Business Combinations, no later than its Quarterly Report on Form 10-Q for the period ending September 30, 2026. 

 

Mirador License Agreement

 

On July 13, 2026, Kira entered into a license agreement (the “Mirador License Agreement”) with Mirador Therapeutics, Inc. (“Mirador”), pursuant to which Kira granted Mirador an exclusive, worldwide, royalty-bearing license, with the right to grant sublicenses, under certain patents and know-how controlled by Kira to develop, manufacture and commercialize products containing Kira’s anti-C5a monoclonal antibody (KP-301) and anti-C5aR small molecule compound (KP-402) for all uses and indications. In consideration for the license, Mirador agreed to pay an upfront payment of $12.0 million and is obligated to pay up to an aggregate of $108.5 million in development and regulatory milestone payments and up to an aggregate of $350.0 million in commercial, net sales-based milestone payments, together with tiered royalties on annual net sales ranging from low to mid-single digits. The Mirador License Agreement was entered into by Kira prior to the Merger and was assumed by the Company in connection with the Merger.