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Stockholders' Equity
9 Months Ended
Sep. 30, 2020
Equity [Abstract]  
Stockholders' Equity

11. Stockholders’ Equity

Series B Convertible Preferred Stock Dividend Accretion

The following tables summarize Series B convertible preferred stock and the accretion of dividend activity for the nine months ended September 30, 2020 (in thousands):

 

 

 

Total

 

Series B Convertible Preferred Stock:

 

 

 

 

Balance as of December 31, 2019

 

$

21,875

 

Cumulative dividends on Series B convertible preferred stock

 

 

818

 

Balance as of September 30, 2020

 

$

22,693

 

 

 

 

 

 

Number of Common Shares Issuable Upon Conversion:

 

 

 

 

Balance as of December 31, 2019

 

 

5,469

 

Cumulative dividends on Series B convertible preferred stock

 

 

204

 

Balance as of September 30, 2020

 

 

5,673

 

 

Based on the current conversion price, the outstanding shares, including the accretion of dividends, of Series B convertible preferred stock as of September 30, 2020 would be convertible into 5,673,281 shares of the Company’s common stock. However, the conversion rate will be subject to adjustment in the event of certain instances, such as if the Company issues shares of its common stock at a price less than $4.00 per common share, subject to a minimum conversion price of $3.27 per share. As of September 30, 2020, none of the contingent conditions to adjust the conversion rate had occurred.

 

Each share of Series B convertible preferred stock is entitled to a cumulative annual dividend of 5% for the first six (6) years following the issuance of such share and 3% for each year thereafter, with the Company retaining the option to settle each year’s dividend after the tenth (10th) year in cash. The dividends accrue and are payable in kind upon such time as the shares convert into the Company’s common stock. In general, the shares are not entitled to vote except in certain limited cases, including in change of control transactions where the expected price per share distributable to the Company’s stockholders is expected to be less than $4.00 per share. The Certificate of Designation with respect to the Series B convertible preferred stock further provides that in the event of, among other things, any change of control, liquidation or dissolution of the Company, the holders of the Series B convertible preferred stock will be entitled to receive, on a pari passu basis with the holders of the common stock, the same amount and form of consideration that the holders of the Company’s common stock receive (on an as-if-converted-to-common-stock basis and without regard to the Ownership Limitation applicable to the Series B convertible preferred stock).

Common Stock Warrants 

 

On February 8, 2017, the Company entered into Loan and Security Agreements with each of EWB and VLL7 and VLL8 as discussed in Note 9, Financial Liabilities. In connection with the Company’s Revolving Loan Facility, the Company issued to EWB a warrant (the "EWB Warrant") to purchase up to 40,000 shares of the Company's common stock at a per share exercise price of $3.64, and in connection with the Company’s Term Loan Facility, issued to each of VLL7 and VLL8 a warrant to purchase 290,000 shares of the Company's common stock at a per share exercise price of $2.00 (the “VLL7 Warrant” and the “VLL8 Warrant,” respectively). Each of the EWB Warrant, the VLL7 Warrant and the VLL8 Warrant was immediately exercisable for cash or by net exercise and expire on February 8, 2022. On January 30, 2020, each of VLL7 and VLL8 exercised their warrant on a cashless net exercise basis, with each receiving 193,494 shares of the Company’s common stock.

 

On May 5, 2020, the Company entered into the Thirteenth Amendment to its Loan and Security Agreement with EWB, as discussed in Note 9, Financial Liabilities. In connection with the Thirteenth Amendment, the Company amended the EWB Warrant reducing its exercise price from $3.64 to $3.50 per share and extending the expiration date of the EWB Warrant from February 8, 2022 to February 8, 2023.

 

On May 5, 2020, the Company entered into a Note and Warrant Purchase Agreement with the April 21 Funds, as discussed in Note 9, Financial Liabilities, in which the Company issued warrants (“April 21 Funds Warrants”) to purchase 275,000 shares of common stock of the Company. The April 21 Funds Warrants have a term of three years (subject to early termination upon the closing of an acquisition); provided, that in the event that the Note is not paid in full by the nine-month anniversary of issuance, the term of the April 21 Funds Warrants shall be extended for a period of time equal to the period of time from such nine-month anniversary until the date the Note is fully paid (“Extension Warrants”). The Extension Warrants have a term of three years from the date of issuance of the latest Extension Warrant to be issued (subject to early termination upon an acquisition). The shares of common stock issuable upon exercise of the April 21 Fund Warrants and any Extension Warrants that may be issued are entitled to the same resale registration rights granted to the April 21 Funds Warrants under the Stockholders Agreement dated December 21, 2017 in connection with the April 21 Funds previous purchase of certain securities of the Company.  

 

Below is the summary of outstanding warrants issued by the Company as of September 30, 2020:

 

Warrant Type

 

Number of Shares

Issuable Upon

Exercise

 

 

Exercise Price

 

 

Issue Date

 

Expiration Date

East West Bank Warrant

 

 

40,000

 

 

$

3.50

 

 

February 8, 2017

 

February 8, 2023

April 21 Funds Warrants

 

 

275,000

 

 

$

3.50

 

 

May 5, 2020

 

May 5, 2023

Total

 

 

315,000

 

 

 

 

 

 

 

 

 

 

Common Stock Reserved for Future Issuance

Common stock reserved for future issuance as of September 30, 2020 was as follows:

 

Exercise of outstanding stock options, vesting of restricted stock units ("RSU"), and

   issuance of RSUs vested but not released

 

 

1,710,044

 

Employee Stock Purchase Plan

 

 

293,888

 

Shares of common stock available for grant under the 2011 Plan

 

 

1,166,485

 

Warrants to purchase common stock

 

 

315,000

 

Shares of common stock issuable upon conversion of Series B convertible preferred stock

 

 

7,541,449

 

Total

 

 

11,026,866