The unaudited pro forma basic and diluted net loss per share also has been computed to give effect to the shares issued upon
conversion of the Convertible Notes on December 15, 2017 and December 27, 2017 disclosed in Note 18 as if they were outstanding from January 1, 2017.
Since the Convertible Notes are a promise to issue stock, you'll want to ask the company to include some estimate for
conversion of Convertible Notes in the Fully Diluted Capital to help you more accurately estimate your Percentage Ownership.
The new contracts will continue the expansion of the unlisted company, which in February raised $ 900,000 via the exercise of options and
conversion of convertible notes to support its growth.
Not exact matches
Both SAFE and
convertible notes allow for a
conversion into equity, but while a
convertible note can allow for the
conversion into the current round
of stock, or a future financing event, a SAFE only allows for a
conversion into the next round
of financing.
To compensate
convertible note holders for the additional risk assumed with investing at an early stage, most
convertible notes feature a
conversion price below that
of the subsequent financing round through the use
of a valuation cap or a discount on the purchase price.
on a pro forma basis, giving effect to (i) the automatic
conversion of all
of our outstanding shares
of convertible preferred stock other than Series FP preferred stock into shares
of Class B common stock and the
conversion of Series FP preferred stock into shares
of Class C common stock in connection with our initial public offering, (ii) stock - based compensation expense
of approximately $ 1.1 billion associated with outstanding RSUs subject to a performance condition for which the service - based vesting condition was satisfied as
of December 31, 2016 and which we will recognize on the effectiveness
of our registration statement in connection with a qualifying initial public offering, as further described in
Note 1 to our consolidated financial statements included elsewhere in this prospectus, (iii) the increase in accrued expenses and other current liabilities and an equivalent decrease in additional paid - in capital
of $ 187.2 million in connection with the withholding tax obligations, based on $ 16.33 per share, which is the fair value
of our common stock as
of December 31, 2016, as we intend to issue shares
of Class A common stock and Class B common stock on a net basis to satisfy the associated withholding tax obligations, (iv) the net issuance
of 7.6 million shares
of Class A common stock and 5.5 million shares
of Class B common stock that will vest and be issued from the settlement
of such RSUs, (v) the issuance
of the CEO award, as described below, and (vi) the filing and effectiveness
of our amended and restated certificate
of incorporation which will be in effect on the completion
of this offering.
The pro forma consolidated balance sheet data gives effect to (i) the automatic
conversion of all
of our outstanding shares
of convertible preferred stock other than Series FP preferred stock into shares
of Class B common stock and the
conversion of Series FP preferred stock into shares
of Class C common stock in connection with our initial public offering, (ii) stock - based compensation expense
of approximately $ 1.1 billion associated with outstanding RSUs subject to a performance condition for which the service - based vesting condition was satisfied as
of December 31, 2016 and which we will recognize on the effectiveness
of our registration statement in connection with this offering, as further described in
Note 1 to our consolidated financial statements included elsewhere in this prospectus, (iii) the increase in accrued expenses and other current liabilities and an equivalent decrease in additional paid - in capital
of $ 187.2 million in connection with the withholding tax obligations, based on $ 16.33 per share, which is the fair value
of our common stock as
of December 31, 2016, as we intend to issue shares
of Class A common stock and Class B common stock on a net basis to satisfy the associated withholding tax obligations, (iv) the net issuance
of 7.6 million shares
of Class A common stock and 5.5 million shares
of Class B common stock that will vest and be issued from the settlement
of such RSUs, (v) the issuance
of the CEO award, as described below, and (vi) the filing and effectiveness
of our amended and restated certificate
of incorporation which will be in effect on the completion
of this offering.
The
conversion price
of these
convertible notes was equal to 40 %
of the price
of the shares sold in the subsequent round
of financing.
The
convertible note issuances that occurred during the nine months ended September 30, 2009 and the
conversion of all outstanding
convertible notes during the same period are not reflected in the table above.
Do you need to deal with reg rights (with respect to the underlying preferred shares) at the time
of issuance
of the
convertible notes, or do the
convertible note investors simply get (upon
conversion) whatever reg rights are granted at the time
of the issuance
of the preferred?
Furthermore,
convertible noteholders usually can not take advantage
of the long - term capital gains treatment available to stockholders until the time
of the
note's
conversion.
After giving effect to a required adjustment to the
conversion price
of our 4 %
convertible notes resulting from the December 2012 special cash dividend, our 4 %
convertible notes are currently
convertible at the option
of the holder into shares
of our common stock at a
conversion price
of $ 6.76 per share.
The secured
convertible notes will be
convertible on the final business day
of each month into shares
of MediciNova common stock at a
conversion price
of $ 6.80 per share, which
conversion price is based on the volume - weighted average price
of MediciNova's common stock as quoted on Nasdaq and the Osaka Securities Exchange over the 20 trading days prior to signing
of the merger agreement.
Upon a specified
conversion event occurring, the
Convertible Notes will convert into ordinary shares at a
conversion rate reflecting a
conversion price equal to the lesser
of a price cap per share or a discount
of 20.0 % to the per share price
of the Company's ordinary shares.