Common Stock and Preferred Stock

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Common Stock and Preferred Stock

Common Stock and Preferred Stock

Net Loss Per Common Share

Basic net loss per common share is computed by dividing net loss attributable to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per common share is computed by giving effect to all potential shares of common stock, preferred stock and outstanding stock options and warrants, to the extent dilutive. Basic and diluted net loss per common share was the same for each period presented below as the inclusion of any such potential shares of common stock would have been anti-dilutive.

Basic and diluted net loss per common share (in thousands, except per share amounts) was as follows:

	Three Months Ended March 31,
	2022		2021
Net loss	$	(14,645)	$	(5,493)
Dividends on preferred stock - declared and undeclared	(2,239)		(2,239)
Net loss attributable to common stockholders	$	(16,884)	$	(7,732)
Weighted-average shares of common stock outstanding	20,723		17,622
Net loss per common share - basic and diluted	$	(0.81)	$	(0.44)

The following common equivalent shares as of March 31, 2022 and 2021, issuable upon exercise of stock options and warrants, have been excluded from the diluted earnings per share calculation as their effect was anti-dilutive:

	March 31,
	2022	2021
Warrants to purchase common stock	167,496	1,312,250
Options to purchase common stock	3,505,469	3,507,395
Total	3,672,965	4,819,645

Preferred Stock

In 2020, the Company completed the issuance of a total of 3,770,265 shares of 9.50% Series A Cumulative Perpetual Preferred Stock (the "Series A Preferred Stock"), which is listed on the Nasdaq Global Market under the symbol "OTRKP." The Company, generally, may not redeem the Series A Preferred Stock until August 25, 2025, except upon the occurrence of a Delisting Event or Change of Control (as defined in the Certificate of Designations establishing the Series A Preferred Stock), and on and after August 25, 2025, the Company may, at its option, redeem the Series A Preferred Stock, in whole, at any time, or in part, from time to time, for cash at a redemption price of $25.00 per share, plus any accrued and unpaid dividends. The Series A Preferred Stock has no maturity date and will remain outstanding indefinitely unless redeemed by the Company or exchanged for shares of common stock in connection with a Delisting Event or Change of Control. Holders of Series A Preferred Stock generally have no voting rights, but will have limited voting rights if the Company fails to pay dividends for six or more quarters, whether or not declared or consecutive) and in certain other events.

Holders of Series A Preferred Stock of record at the close of business of each respective record date (February 15, May 15, August 15 and November 15) are entitled to receive, when, as and if declared by our Board of Directors, out of funds legally available for the payment of dividends, cumulative cash dividends at the rate of 9.50% per annum of the $25.00 per share liquidation preference (equivalent to $2.375 per annum per share or $0.593750 per quarter per share). Dividends, if and when declared by our Board of Directors, are payable quarterly in arrears, every February 28, May 30, August 31, and November 30, as applicable. Our Board of Directors approved and the Company paid cash dividends of $2.2 million in each of the three months ended March 31, 2022 and 2021. At March 31, 2022, we had undeclared dividends of $0.7 million. See Note 9 below for

discussion regarding the Eighth Amendment to the Note Purchase Agreement with Goldman Sachs Specialty Lending Group, L.P., which placed a restriction on the Company's ability to make declaration and payment of dividends on the Company's Series A Preferred Stock until after December 31, 2022.