Business Context and Reporting Period
This Form 8-K, filed on December 6, 2018, reports on events occurring on December 4 and 5, 2018, for OvaScience, Inc. (the "Company"). The filing details the successful shareholder approval of a merger with Millendo Therapeutics, Inc., a subsequent name change to Millendo Therapeutics, Inc., and a reverse stock split. The Company expects the merger to close on or about December 7, 2018.
Key Financial Metrics and Agreements
The filing does not provide standard financial performance metrics such as revenue, profit, or cash flow for a reporting period. Instead, it discloses specific financial terms related to new agreements and executive compensation:
- Sublease Agreement: The Company entered into a sublease with Axial Biotherapeutics, Inc. for approximately 25,200 square feet. Initial annual base rent is $339,530.04, increasing to $349,610.04 on December 1, 2019. The term expires November 30, 2020.
- Executive Severance:
- Christopher A. Kroeger (CEO): $880,000 base severance plus 1% of Transaction Value.
- Jonathan Gillis (CFO): $229,500 base severance plus $100,000 retention bonus plus 0.25% of Transaction Value.
- James Lillie (CSO): $324,000 base severance plus 0.40% of Transaction Value.
- Transaction Value Definition: Defined as the number of shares outstanding immediately prior to the closing multiplied by the closing stock price on the closing date.
Material Changes and Corporate Actions
Significant corporate changes were approved by shareholders at a special meeting on December 4, 2018:
- Merger Approval: Shareholders approved the Merger Agreement with Millendo Therapeutics, Inc. (13,554,457 votes for; 5,409,226 against).
- Reverse Stock Split: A 1:15 reverse stock split was approved and is expected to take effect on December 7, 2018.
- Name Change: The Company will change its name from OvaScience, Inc. to Millendo Therapeutics, Inc.
- Stock Symbol: The combined company will trade on the Nasdaq Capital Market under the symbol "MLND" starting December 7, 2018.
- Leadership Departures: The CEO, CFO, and CSO submitted resignations effective upon the closing of the merger.
Guidance, Outlook, and Risks
Outlook: The Company anticipates the merger closing on or about December 7, 2018, subject to customary closing conditions. The reverse stock split is expected to become effective at 5:00 p.m. Eastern Time on December 6, 2018.
Risks and Contingencies: The filing includes a cautionary statement regarding forward-looking information. Key risks include the possibility that conditions to the closing of the transaction are not satisfied, uncertainties regarding the timing of consummation, and the ability of the parties to complete the transaction. Actual results could differ materially from expectations.
Investor Verification Checklist
- Verify the final closing date of the merger with Millendo Therapeutics, Inc.
- Confirm the effective date and ratio of the 1:15 reverse stock split.
- Monitor the commencement of trading under the new ticker symbol "MLND" on December 7, 2018.
- Review the full text of the Separation Agreements (Exhibits 10.2, 10.3, 10.4) for detailed terms regarding executive severance and equity acceleration.
- Check for any updates regarding the satisfaction of closing conditions for the merger.