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Subsequent Events
12 Months Ended
Dec. 31, 2012
Subsequent Events

14. Subsequent Events

Termination Agreement and Waiver

In November 2012, the Company and certain holders of the Company’s convertible preferred stock entered into a termination agreement and waiver pursuant to which the parties agreed, subject to and upon the completion of the Company’s IPO, to: (i) waive certain provisions of the Investor Rights Agreement (IRA), including the right to register shares in the offering; (ii) terminate certain provisions of the IRA; (iii) terminate the Company’s Amended and Restated Right of First Refusal and Co-Sale Agreement; and (iv) terminate the Company’s Amended and Restated Voting Agreement.

Preferred Stock Conversion Rights

In January 2013, the Company’s stockholders amended the terms of the automatic conversion of the Company’s convertible preferred stock such that all outstanding shares of convertible preferred stock converted into common stock effective immediately prior to the Company’s IPO, which was completed in February 2013. The price per share in the IPO had been approved by a majority of the Company’s Board of Directors including certain specific directors.

 

Initial Public Offering

The Company closed an IPO in February 2013, selling 8,750,000 shares of common stock. The IPO price was $8.00 per share. As a result of the IPO, the Company received gross proceeds of approximately $70.0 million, which resulted in net proceeds to the Company of approximately $61.5 million, after underwriting and other expenses of approximately $8.5 million (comprising of $4.9 million in underwriting discounts and commissions and $3.6 million in estimated other offering expenses).

The sale of common stock in the IPO triggered the weighted average anti-dilution provisions set forth in the Company’s amended and restated certificate of incorporation. At the IPO price of $8.00 per share, the per share conversion rate for the Company’s Series C convertible preferred stock, Series D convertible preferred stock and Series E convertible preferred stock into common stock was approximately 1:1.09, 1:1.14 and 1:1.15, respectively. The conversion rate for the Company’s Series A and Series B convertible preferred stock was 1:1. As a result of the offering, the 12,329,330 shares of the Company’s convertible preferred stock outstanding automatically converted into 13,210,843 shares of the Company’s common stock.

The closing of the Company’s IPO triggered the conversion of the Company’s warrant exercisable for Series B-2 convertible preferred stock into a warrant for common stock and the related reclassification of the related convertible preferred stock warrant liabilities to additional paid-in capital. The warrant to purchase shares of the Company’s Series E Preferred expired upon the closing of the Company’s IPO in February 2013.