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Preferred Stock
12 Months Ended
Jan. 31, 2019
Equity [Abstract]  
PREFERRED STOCK

NOTE 3 — PREFERRED STOCK

In connection with a 2012 private placement investment, the Company issued 2,416,785 shares of Series A Preferred Stock at $3.00 per share. The Series A Preferred Stock does not pay a dividend, however, the holders are entitled to receive dividends on shares of preferred stock equal (on an as-if-converted-to-common-stock basis) to and in the same form as dividends (other than dividends in the form of common stock) actually paid on shares of the common stock. The Series A Preferred Stock has voting rights on a modified as-if-converted-to-common-stock-basis. The Series A Preferred Stock has a non-participating liquidation right equal to the original issue price plus accrued unpaid dividends, which are senior to the Company’s common stock. The Series A Preferred Stock can be converted to common shares at any time by the holders or, at the option of the Company, if the arithmetic average of the daily volume weighted average price of the common stock for the ten day period prior to the measurement date is greater than $8.00 per share and the average daily trading volume for the sixty day period immediately prior to the measurement date exceeds 100,000 shares. The conversion price is $3.00 per share, subject to certain adjustments.

On November 1, 2012, upon shareholder approval, convertible subordinated notes were converted into 1,583,210 shares of Series A Convertible Preferred Stock.

Subject to the Subordination and Intercreditor Agreement among the preferred stockholders, the Company and Wells Fargo, each share of Series A Preferred Stock is redeemable at the option of the holder for an amount equal to the initial issuance price of $3.00 (adjusted to reflect stock splits, stock dividends or like events) plus any accrued and unpaid dividends thereon. The Series A Preferred Stock are classified as temporary equity as the securities are redeemable solely at the option of the holder.

In fiscal 2018, 54,531 shares of the Company’s Series A Convertible Preferred Stock were converted into common stock. As a result, Series A Convertible Preferred Stock was reduced by $164,000, with the offsetting increase to Common Stock and Additional Paid-in Capital. As of January 31, 2019 and 2018, 2,895,464 and 2,949,995 shares of Series A Convertible Preferred Stock remained outstanding.