not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements;
reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and
not being required to hold a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
We currently take advantage of some or all these reporting exemptions and we may continue to do so until we are no longer an EGC. Accordingly, the information that we provide stockholders may be different than the information you receive from other public companies in which you hold stock. We will remain an EGC until the earlier of (1) December 31, 2023, (2) the last day of the fiscal year in which we have total annual gross revenue of at least $1.07 billion, (3) the last day of the fiscal year in which we are deemed to be a large accelerated filer, which means the market value of our Common Stock that is held by non-affiliates exceeds $700 million as of June 30 of such fiscal year, and (4) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.
Under Section 107(b) of the JOBS Act, an EGC can delay adopting new or revised accounting standards until those standards apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, we are subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.
On May 3, 2021, we entered into a securities purchase agreement, or the Securities Purchase Agreement, with the selling stockholder, pursuant to which we issued and sold to the selling stockholder 10,000,000 shares of our Common Stock and 10,000,000 Warrants with an exercise price per share of $2.00, for gross proceeds of $20 million, or the Private Placement. The Warrants are exercisable immediately and have a five-year term. Pursuant to the Securities Purchase Agreement we issued 3,731,025 shares of our Common Stock and 3,731,025 Warrants on May 3, 2021 and 6,268,975 shares of our Common Stock and 6,268,975 Warrants on June 11, 2021. Our stockholders approved the issuance of greater than 20% of our outstanding shares of Common Stock in the Private Placement at a special meeting of stockholders held on June 10, 2021.
In addition, in connection with the Private Placement and as required by the Securities Purchase Agreement, on May 3, 2021, we entered into a registration rights agreement with the selling stockholder, or the Registration Rights Agreement, in which we agreed to prepare and file with the SEC a registration statement with respect to resales of the Securities purchased by the selling stockholder under the Securities Purchase Agreement. Accordingly, as required by the Registration Rights Agreement, the registration statement of which this prospectus is a part relates to the offer and resale of the Securities issued to the selling stockholder pursuant to the Securities Purchase Agreement.
Entasis Therapeutics Holdings Inc.
Securities offered by the selling stockholder
20,000,000 shares of Common Stock.
Each Warrant entitles the selling stockholder to purchase one share of Common Stock, subject to any adjustments, at an exercise price of $2.00 per share. The Warrants are exercisable immediately and have a five-year term.
The selling stockholder will determine when and how they will sell the Securities offered in this prospectus, as described in the “Plan of Distribution.”