Convertible Preferred Stock	12 Months Ended
Dec. 31, 2019
Convertible Prefererd Stock
Convertible Prefererd Stock	9. Convertible Preferred Stock Concurrent with the Public Offering, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”), by and among the Company and the Investors listed therein. Pursuant to the terms of the Purchase Agreement, the Company sold to the Investors an aggregate of 30,000 shares of Series A Participating Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), at a per share price of $1,000 in a private placement (the “Private Placement”), and received net proceeds of $28.2 million, after deducting underwriting discounts and commissions of $1.8 million. Each share of Series A Preferred Stock will be convertible into 800 shares of common stock reflecting a conversion price equal to $1.25 per share, subject to customary anti-dilution adjustments. The shares of Series A Preferred Stock will be mandatorily convertible into shares of common stock, subject to a beneficial ownership limitation (described below), in partial or in full, thereof from and after filing the certificate of amendment to the Company’s charter with the Secretary of State of the State of Delaware to increase the Company’s authorized shares of common stock (Exercise Contingency). The holders of the Series A Preferred Stock have a feature that allows the holders to have a liquidation preference to the Company’s common stockholders. Because such a potential redemption-triggering event is not solely within the control of the Company, the preferred stock is presented as "Convertible Preferred Stock" on our balance sheet in a manner consistent with temporary equity under applicable accounting standards. The holders of the Series A Preferred Stock also have the right to receive discretionary dividends paid to common shareholders. Except as required by law, the Series A Preferred Stock is non-voting stock. The holders each have a beneficial ownership limitation of 9.99% of total outstanding shares of common stock, including an option for the holder to increase this percentage to 19.99%. The Preferred Shares sold in the Private Placement have not been registered under the Securities Act. The Company has agreed to file a resale registration statement with the Securities and Exchange Commission after satisfaction of the Exercise Contingency for purposes of registering the resale of the shares of common stock issuable upon conversion of the Series A Preferred Stock. The Company is permitted to issue unregistered shares of common stock upon the conversion of the Series A Preferred Stock if the registration statement is not effective. In the event the Company is unable to register the issuable shares of common stock, the Company would be liable for a penalty to the holders, in an aggregate amount not to exceed 4% of gross proceeds. The difference between the conversion price and the fair value of the Company’s common stock on the commitment date (transaction date) resulted in a beneficial conversion feature the amount of $8.9 million. This amount will be recognized as a deemed dividend on the date in which the Exercise Contingency is resolved.

9. Convertible Preferred Stock

Concurrent with the Public Offering, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”), by and among the Company and the Investors listed therein. Pursuant to the terms of the Purchase Agreement, the Company sold to the Investors an aggregate of 30,000 shares of Series A Participating Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), at a per share price of $1,000 in a private placement (the “Private Placement”), and received net proceeds of $28.2 million, after deducting underwriting discounts and commissions of $1.8 million. Each share of Series A Preferred Stock will be convertible into 800 shares of common stock reflecting a conversion price equal to $1.25 per share, subject to customary anti-dilution adjustments. The shares of Series A Preferred Stock will be mandatorily convertible into shares of common stock, subject to a beneficial ownership limitation (described below), in partial or in full, thereof from and after filing the certificate of amendment to the Company’s charter with the Secretary of State of the State of Delaware to increase the Company’s authorized shares of common stock (Exercise Contingency).

The holders of the Series A Preferred Stock have a feature that allows the holders to have a liquidation preference to the Company’s common stockholders. Because such a potential redemption-triggering event is not solely within the control of the Company, the preferred stock is presented as "Convertible Preferred Stock" on our balance sheet in a manner consistent with temporary equity under applicable accounting standards. The holders of the Series A Preferred Stock also have the right to receive discretionary dividends paid to common shareholders. Except as required by law, the Series A Preferred Stock is non-voting stock. The holders each have a beneficial ownership limitation of 9.99% of total outstanding shares of common stock, including an option for the holder to increase this percentage to 19.99%.

The Preferred Shares sold in the Private Placement have not been registered under the Securities Act. The Company has agreed to file a resale registration statement with the Securities and Exchange Commission after satisfaction of the Exercise Contingency for purposes of registering the resale of the shares of common stock issuable upon conversion of the Series A Preferred Stock. The Company is permitted to issue unregistered shares of common stock upon the conversion of the Series A Preferred Stock if the registration statement is not effective. In the event the Company is unable to register the issuable shares of common stock, the Company would be liable for a penalty to the holders, in an aggregate amount not to exceed 4% of gross proceeds.

The difference between the conversion price and the fair value of the Company’s common stock on the commitment date (transaction date) resulted in a beneficial conversion feature the amount of $8.9 million. This amount will be recognized as a deemed dividend on the date in which the Exercise Contingency is resolved.