Stockholders’ Equity | Note 7: Stockholders’ Equity Capital Structure Authorized Shares . In conjunction with the completion of the IPO in September 2016, the Company amended its amended and restated certificate of incorporation and amended and restated bylaws. The amendment provides for 210,000,000 authorized shares of capital stock, of which 200,000,000 shares have been designated as $0.0001 par value common stock, and 10,000,000 shares have been designated as $0.0001 par value preferred stock. Convertible Preferred Stock The Company issued multiple series of convertible preferred stock between 2008 and 2015. In September 2016, in conjunction with the Company’s IPO, all outstanding shares of convertible preferred stock automatically converted into an aggregate of 8,776,269 shares of common stock at their conversion prices. The significant features of the convertible preferred stock series in place immediately prior to the conversion to common shares are summarized in the subsection below. The following table summarizes designated, issued and outstanding preferred shares as of September 26, 2016, immediately prior to the automatic conversion of all convertible preferred stock into shares of common stock in conjunction with the IPO: Designated Issued and Outstanding Series 1 Convertible Preferred 1,229,862 1,229,862 Series 2 Convertible Preferred 1,226,242 1,226,242 Series 3 Convertible Preferred 1,349,382 1,322,570 Series 4 Convertible Preferred 1,833,333 1,833,333 Mezzanine A Convertible Preferred 3,677,622 3,677,622 Mezzanine B Convertible Preferred 5,000,000 1,242,069 Total 14,316,441 10,531,698 The following table summarizes preferred stock activity during the nine months ended September 30, 2016: Mezzanine B Mezzanine A Series 4 Series 3 Series 2 Series 1 Shares Shares Shares Shares Shares Shares Balance as of December 31, 2015 1,242,069 3,677,622 1,833,333 1,322,570 1,226,242 1,229,862 Automatic conversion to common stock (1,242,069 ) (3,677,622 ) (1,833,333 ) (1,322,570 ) (1,226,242 ) (1,229,862 ) Balance as of September 30, 2016 — — — — — — Significant Features of Series 1, Series 2, Series 3, Series 4, Mezzanine A and Mezzanine B Convertible Preferred Stock Voting . The holders of Series 1, Series 2, Series 3, Series 4, Mezzanine A and Mezzanine B were entitled to vote equally with the shares of common stock. Dividends . Holders of preferred shares were entitled to dividends if and when declared by the Board of Directors. As of September 30, 2016, other than the Distribution (see Note 1—Organization and Significant Accounting Policies), no dividends had been declared. Conversion . Each share of Series 1, Series 2, Series 3, Series 4, Mezzanine A and Mezzanine B were convertible at the option of the holder at any time after the date of issuance into such a number of common shares as is determined by dividing the original issue price by the conversion price in effect at the time of the conversion. The conversion prices were subject to adjustment for subdivisions, dividends, combinations, reclassifications, merger, sale, etc. As discussed in Note 1—Organization and Significant Accounting Policies, the Company’s 1-for-1.2 reverse stock split of the Company’s shares of common stock resulted in a proportional adjustment to the existing conversion ratio of each series of convertible preferred stock, effective September 7, 2016. Automatic Conversion . Each share of Series 1, Series 2, Series 3, Series 4, Mezzanine A and Mezzanine B automatically converted into common stock at the then effective conversion prices for each series upon the completion of the IPO of the Company’s common stock because gross proceeds from the IPO exceeded $40,000. Consent Rights . Without consent of the holders of a majority of Series 1, Series 2, Series 3, Series 4, Mezzanine A and Mezzanine B shares, the Company could not take certain actions, including liquidation, dissolution, recapitalization or reorganization; increase or decrease the number of authorized shares of preferred or common stock; authorize or issue shares of capital stock with preferences or priorities over the existing shares of preferred stock; or effect any amendment to the certificate of incorporation or bylaws of the Company which would have had an adverse effect on the holders of Series 1, Series 2, Series 3, Series 4, Mezzanine A and Mezzanine B. Liquidation Preference . Upon liquidation, dissolution, or winding up of the Company, holders of the Mezzanine B would have been entitled to receive, prior and in preference to any distribution of the assets to holders of Mezzanine A, Series 4, Series 3, Series 2, Series 1 or common stock, an amount equal to the greater of the original purchase price or the per share amount on an as converted basis. After such distribution to the holders of Mezzanine B, the holders of Mezzanine A would have been entitled to receive, prior and in preference to any distribution of the assets to holders of Series 4, Series 3, Series 2, Series 1 or common stock, an amount equal to the greater of the original purchase price or the per share amount on an as converted basis. After such distribution to the holders of Mezzanine A, the holders of the Series 4 would have been entitled to receive, prior and in preference to any distribution of the assets to holders of Series 3, Series 2, Series 1 or common stock, an amount equal to the greater of the original purchase price or the per share amount on an as converted basis. After such distribution to the holders of Series 4, the holders of Series 3 would have been entitled to receive, prior and in preference to any distribution of the assets to holders of Series 2, Series 1 or common stock, an amount equal to the greater of the original purchase price or the per share amount on an as converted basis. After such distribution to the holders of Series 3, the holders of Series 2 would have been entitled to receive, prior and in preference to any distribution of the assets to holders of Series 1 or common stock, an amount equal to the greater of the original purchase price or the per share amount on an as converted basis. After such distribution to the holders of Mezzanine B, Mezzanine A, Series 4, Series 3 and Series 2, the holders of Series 1 would have been entitled to receive, prior and in preference to any distribution of the assets to holders of common stock, an amount equal to the greater of the original purchase price or the per share amount on an as converted basis. Any assets remaining after such preferential distributions would be distributed to holders of common stock. Anti-Dilution . Series 1, Series 2, Series 3, Series 4, Mezzanine A and Mezzanine B had a weighted average anti-dilution provision which protected against stock splits, stock dividends and recapitalizations. Prior to the IPO, in September 2016, the Company’s Board of Directors and existing stockholders approved a waiver of the existing preferred stock holders’ rights within the certificate of incorporation pertaining to (i) a notice requirement for the mandatory conversion of preferred stock to common stock in the IPO and (ii) the application of anti-dilution provisions with respect to issuance of common stock in the IPO. Stock Repurchase During the nine months ended September 30, 2016, the Company repurchased 9,500 shares of common stock for an aggregate price of $155 from an executive of the Company who is also a member of the Company’s Board of Directors. The repurchase of these shares is recorded as treasury stock on the Company’s condensed consolidated balance sheet as of September 30, 2016. Significant Features of Non-Voting Common Stock Each share of non-voting common stock would have automatically been converted into one share of common stock, as adjusted for any dividends and stock-splits, upon the closing of a qualified public offering of the Company’s common stock. As of December 31, 2015, other than the Distribution (see Note 1—Organization and Significant Accounting Policies), there were no previously declared dividends or stock-splits. As discussed in Note 1—Organization and Significant Accounting Policies, the Company’s stockholders approved a 1-for-1.2 reverse stock split of the Company’s shares of common stock, including all outstanding non-voting common stock, effective September 7, 2016. Subsequently, in conjunction with the Company’s IPO, all outstanding shares of non-voting common stock were converted into an aggregate of 191,052 shares of common stock. Preferred Stock The Company’s amended and restated certificate of incorporation provides the Company’s Board of Directors with the authority to issue $0.0001 par value preferred stock from time to time in one or more series by adopting a resolution and filing a certificate of designations. Voting powers, designations, preferences, dividend rights, conversion rights and liquidation preferences shall be stated and expressed in such resolutions. There were 10,000,000 and zero shares of preferred stock designated as of September 30, 2016 and December 31, 2015, respectively. There were no shares issued or outstanding as of September 30, 2016 and December 31, 2015. Common Stock Authorized, Issued and Outstanding Common Shares The Company’s common stock has a par value of $0.0001 per share and consists of 200,000,000 and 22,000,000 authorized shares as of September 30, 2016 and December 31, 2015, respectively. There were 15,938,659 and 2,235,838 shares of voting common stock outstanding as of September 30, 2016 and December 31, 2015, respectively. The following table summarizes common stock share activity for the nine months ended September 30, 2016: Common Stock Voting Non-voting Shares Shares Total Balance as of December 31, 2015 2,235,838 191,052 2,426,890 Exercise of stock options 30,000 — 30,000 Common stock repurchase (9,500 ) — (9,500 ) Conversion of preferred stock 8,776,269 — 8,776,269 Conversion of non-voting common stock 191,052 (191,052 ) — Common stock issued through IPO 4,715,000 — 4,715,000 Balance as of September 30, 2016 15,938,659 — 15,938,659 The Company had reserved shares of common stock for future issuance as follows: September 30, 2016 December 31, 2015 Outstanding stock options 698,970 458,234 For possible future issuance under 2008 Stock Plan (Note 8) — 405,893 For possible future issuance under 2016 Stock Plan (Note 8) 746,429 — 1,445,399 864,127 |