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Redeemable Preferred Stock
3 Months Ended
Mar. 31, 2015
Redeemable Preferred Stock  
Redeemable Preferred Stock

 

5.  Redeemable Preferred Stock

 

The Company has 5,231 shares of Series C Redeemable Convertible Preferred Stock (the Preferred Stock) outstanding at both March 31, 2015 and December 31, 2014.  The holder of these shares is entitled to designate one director to the Company’s Board of Directors.  The Preferred Stock ranks senior to the Common Stock with respect to rights upon the liquidation, dissolution or winding up of the Company. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, or other deemed liquidation event, as defined in the Securities Purchase Agreement, the holder of the Preferred Stock will be entitled to be paid an amount per share equal to the greater of (i) the original issue price, plus any accrued but unpaid dividends or (ii) the amount per share that would have been payable had all shares of the Preferred Stock been converted to shares of common stock immediately prior to such liquidation event. The Preferred Stock may not be redeemed by the Company until May 8, 2016. After this date, the Preferred Stock is redeemable at the election of the holder of the Preferred Stock or the Company.

 

The holder of the Preferred Stock is entitled to receive dividends at a rate of 8% per annum, based on the original issue price of $2,595,400, payable in equal quarterly installments in cash or in shares of Common Stock, at the Company’s option.  The Preferred Stock is convertible into shares of Common Stock with the number of shares of Common Stock issuable upon conversion determined by dividing the original issue price of $2,595,400 by the conversion price in effect at the time the shares are converted. The conversion price of the Preferred Stock as of March 31, 2015 was $0.2343.