Quarterly report pursuant to Section 13 or 15(d)

Subsequent Events

v3.5.0.1
Subsequent Events
3 Months Ended
Mar. 31, 2016
Subsequent Events [Abstract]  
Subsequent Events [Text Block]
Note 7 - Subsequent Events
 
Issuance of Common Shares
 
Subsequent to March 31, 2016 and through May 2, 2016, the Company sold 105,463 common shares for $316,389. These shares are subject to the following lock-up agreement, from and after the later of six months after issuance or 90 days from the effective date of our IPO registration statement until the one-year anniversary thereof, (a) the shareholder can sell up to 10% of the purchased shares per month, subject to a maximum sale on any trading day of 8% of the daily volume of the common stock; (b) if the common stock price is over $7.00 per share for five consecutive trading days then the shareholder can sell up to 20% of the purchased shares per month, subject to a maximum sale on any trading day of 10% of the daily volume of the common stock; and (c) if the common stock price is over $12.00 per share then the shareholder is not restricted from making any sales until such time as the common stock price falls back below $12.00 per share.
 
Acquisition of Moleculin, LLC
 
Immediately before the effectiveness of the Company’s registration statement on Form S-1 on May 2, 2016, Moleculin, LLC, a Texas limited liability company (“Moleculin”), was merged with and into the Company. As a result of the merger, the Company issued to the holders of Moleculin equity interests an aggregate of approximately 706,000 shares of the Company’s common stock. The Company also issued approximately 294,000 shares to Moleculin’s convertible notes holders for conversion of all outstanding principal and accrued interest. These shares contain certain trading restrictions. Prior to the Company’s acquisition of Moleculin, the Company had loaned $57,822 to Moleculin which was treated as part of the consideration paid to acquire Moleculin. In addition to the Company’s approximate 1,000,000 shares of common stock paid to Moleculin and the loan of $57,822, the Company also took responsibility for Moleculin’s liabilities which included contractually amended past due payments to MD Anderson in the amount of $306,176. The Company made the MD Anderson payment of $306,176 on May 31, 2016. The Company is currently determining the allocation of the purchase price of approximately $6 million.
 
The following tables present the unaudited condensed pro forma balance sheet and results of operations that reflect the acquisition of Moleculin as if the acquisition had occurred as of March 31, 2016 for the balance sheet and January 1, 2016 for the results of operations, adjusted for items that are directly attributable to the acquisition with the exception of the amortization for intangible assets acquired. This information has been compiled from historical financial statements and is not necessarily indicative of the results that actually would have been achieved had the transaction already occurred or that may be achieved in the future.
 
 
 
As of 
March 31, 2016
 
 
 
 
 
 
Current assets
 
$
204,737
 
Non-current assets
 
 
7,267,620
 
Total assets
 
$
7,472,357
 
 
 
 
 
 
Current liabilities
 
$
1,545,697
 
Total shareholders’ equity
 
 
5,926,660
 
Total liabilities and shareholders’ equity
 
$
7, 472,357
 
 
 
 
For the three months ended
 March 31, 2016
 
 
 
 
 
 
Total operating expenses
 
$
427,815
 
Net loss
 
 
(446,406)
 
Net loss per common share – basic and diluted
 
 
(0.06)
 
Weighted average outstanding common shares – basic and diluted
 
 
7,717,767
 
 
Initial Public Offering
 
On May 31, 2016, the Company completed its IPO and sold 1,540,026 shares of the Company’s common stock. The IPO price per share was $6.00. We received net proceeds of $8,459,493 after deducting underwriting discounts and commissions and offering expenses payable by us. Pursuant to our agreement with our underwriters, as additional compensation, we issued the underwriters warrants to purchase 107,802 shares of common stock exercisable for a period of 5 years from date of issuance at an exercise price of $7.50 per share.