Business Context and Reporting Period
This Form 8-K was filed by Spero Therapeutics, Inc. on July 17, 2018. The report details corporate actions taken in connection with the closing of a public offering of 3,780,000 shares of common stock and 2,220 shares of Series A Convertible Preferred Stock.
Key Financial Metrics
The filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures. The document focuses exclusively on the structural terms of a new equity issuance rather than operational financial performance.
Material Changes
The primary material change reported is the designation of 2,220 shares of authorized preferred stock as Series A Convertible Preferred Stock. The Company filed a Certificate of Designation with the Delaware Secretary of State to effectuate this change.
Terms of Series A Convertible Preferred Stock
- Conversion: Each share converts into 1,000 shares of common stock at the holder's option, subject to a 9.99% beneficial ownership limitation unless waived with 61 days' notice.
- Liquidation Preference: Holders receive $0.001 per share prior to common stockholders, ranking senior to common stock and pari passu with other Series A shares.
- Voting Rights: Generally no voting rights, except as required by law or to amend the Series A terms (requiring majority consent).
- Dividends: Entitled to receive dividends payable to common stockholders.
Investor Verification Checklist
- Verify the final closing details and total proceeds of the public offering referenced in the filing.
- Confirm the identity of the holder of the 2,220 shares of Series A Convertible Preferred Stock.
- Review the full text of the Certificate of Designation (Exhibit 3.1) for specific adjustment mechanisms regarding conversion ratios.
- Check subsequent filings for any waivers of the 9.99% conversion limitation.