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Series A redeemable convertible preferred stock
3 Months Ended
Mar. 31, 2015
Series A redeemable convertible preferred stock  
Series A redeemable convertible preferred stock

Note 5 - Series A redeemable convertible preferred stock

 

The Company’s Series A Preferred Stock is classified as temporary equity due to redemption provisions outside of the Company’s control.

 

The Company issued 1,999,864 shares of Series A Preferred Stock in December 2013 at $1.00 per share in exchange for $1,999,864 in Convertible Promissory Notes.  In February 2014, the Company sold 1,405,096 shares of Series A Preferred Stock for gross proceeds of $1,405,096. In April 2014, the Company sold an additional 594,904 shares of Series A Preferred Stock for gross proceeds of $594,904.  As of March 31, 2015 and December 31, 2014, the Company had a total of 3,999,864 shares of Series A Preferred Stock outstanding, convertible into 3,999,864 shares of common stock.

 

The Series A Preferred Stock has the right to receive non-cumulative dividends, at a rate of 8% per annum, when and if declared by the Board of Directors.  The Series A Preferred Stock has preference of payment over all other classes and series of capital stock of the Company with respect to dividends, payment on liquidation and payment on redemption. The liquidation and redemption preferences are at two times the Series A Preferred Stock purchase price. The Series A Preferred Stock holders are entitled to vote on all matters that come to stockholders on an as-converted basis with holders of the Common stock. In addition, the Series A Preferred Stock has broad based anti-dilution rights.

 

The holders of Series A Preferred Stock have the right to convert such shares, at their option and at any time, into shares of common stock at the then-applicable conversion rate, as defined. The initial conversion rate is one common share for each preferred share, which may be adjusted for specified dilutive transactions.  Beginning in December 2020, the Company may be obligated to redeem shares of Series A Preferred Stock, if requested, by holders of at least 70% of the then-outstanding shares of preferred stock. The redemption, if requested, would take place in three equal annual installments. Series A redeemable convertible preferred stock would be redeemed at two times the original issue price per share plus all accrued and unpaid dividends. The redemptions are subject to certain equity adjustments for specified anti-dilution transactions, as defined.

 

The Series A Preferred Stock was converted into shares of common stock in connection with the Company’s IPO in the second quarter of 2015.  See Note 11.