Common stock and redeemable convertible preferred stock | Note 11. Common stock and redeemable convertible preferred stock The following table summarizes the authorized, issued and outstanding shares of the Company by class of stock as of June 30, 2015 and December 31, 2014. All shares have a par value of $0.001: June 30, 2015 December 31, 2014 Issued and Issued and Authorized Outstanding Authorized Outstanding Shares Shares Shares Shares Common Stock Series A Preferred Stock Series B Preferred Stock Series B-1 Preferred Stock Series C Preferred Stock Total Shares Issued Treasury Stock ) Total Outstanding Shares Total Authorized Shares Reverse Stock Split On July 10, 2015, the Company filed an amendment to its amended and restated certificate of incorporation, effecting a one-for-2.4 reverse stock split of the Company’s issued and outstanding shares of common stock as approved by the board of directors on July 9, 2015. All issued and outstanding common stock and per share amounts contained in the Company’s financial statements have been retroactively adjusted to reflect this reverse stock split for all periods presented. Authorized Shares In connection with the completion of the Company’s IPO on July 28, 2015, the Company amended and restated its certificate of incorporation to authorize 5,000,000 shares of preferred stock, par value $0.001 per share, and 100,000,000 shares of common stock, par value $0.001 per share. Public Offerings and Related Transactions On July 28, 2015, the Company closed its IPO whereby the Company sold 5,520,000 shares of common stock, at a public offering price of $15.00 per share, which includes 720,000 shares of common stock resulting from the underwriters’ exercise of their over-allotment option at the IPO price on July 23, 2015. Proceeds from the Company’s IPO, net of underwriting discounts and commissions and other offering costs, were $75.0 million. Upon the closing of the Company’s IPO, all of the Company’s Preferred Shares converted into shares of the Company’s Common Stock, all such Preferred Shares were retired and cancelled and shall not be reissued as shares of such series, and all rights and preferences of those Preferred Shares were cancelled including the right to receive undeclared accumulated dividends. Each of the following occurred in connection with the closing of the Company’s IPO on July 28, 2015: · the conversion of all outstanding shares of convertible preferred stock into 9,217,983 shares of the Company’s common stock; · the conversion of warrants issued with the LSA to purchase 170,000 shares of Series C convertible preferred stock into warrants to purchase 70,833 shares of the Company’s common stock and the resultant reclassification of the warrant liability to Stockholders’ Deficit; and · the cashless exercise of warrants issued in conjunction with the Series C preferred stock financing to purchase 947,185 shares of Series C convertible preferred stock into 78,926 shares of the Company’s common stock. The Company had classified its classes of redeemable convertible preferred stock as mezzanine equity based upon the terms and conditions which contain various redemption and conversion features. In conjunction with the Company’s Series B-1 financing in 2012, the Series B-1 investors also received warrants to purchase 389,474 shares of common stock at an exercise price of $0.0024 per share. There were no exercises of Series B-1 warrants in the six months ended June 30, 2015 or in the year ended December 31, 2014. As of June 30, 2015, warrants to purchase 337,133 shares of common stock remained outstanding, and expire in 2016. Between July 7 and August 27, 2015, the Company issued a total of 99,062 shares of its common stock to several investors upon the exercise of warrants held by those investors at an exercise price of $0.0024 per share. (See Note 17). In February and March 2014, the Company closed on additional Series C financings totaling 1,986,586 shares, raising $9.9 million. Between December 2014 and February 2015, the Company closed on an additional Series C financing raising a total of $20.6 million, including $7.5 million in December 2014 and $13.1 million during the six months ended June 30, 2015. The Company issued 1,499,935 shares in December 2014 and 2,624,936 shares during the three months ended March 31, 2015 of Series C preferred stock. In addition, the Company issued a warrant to purchase one additional share of Series C at a purchase price of $ 5.00 per share for every two purchased shares of Series C, provided the investor purchased its pro-rata share of the Series C. In the event that the Company’s Series C is converted into common stock or another class of the Company’s stock (called “Conversion Stock”) during the warrant exercise period, then the warrants will become exercisable for the Conversion Stock and the exercise price of those warrants shall be ratably adjusted. The Company issued warrants to purchase 749,967 shares of Series C preferred stock in December 2014 and 1,197,218 shares of Series C preferred stock during the six months ended June 30, 2015 (see warrant liability section below). On June 30, 2015, the Company issued a total of 150,000 shares of its Series C preferred stock to an investor upon the exercise of warrants held by that investor at an exercise price of $5.00 per share, for an aggregate exercise price of $750,000. Between July 6 and July 27, 2015, the Company issued 850,000 shares of its Series C preferred stock to several investors upon the exercise of warrants held by those investors at an exercise price of $5.00 per share, for an aggregate exercise price of $4.25 million (See Note 17). Dividends: From and after the date of the issuance of Series B-1, dividends at the rate per annum of 8% of the Series B-1 original issuance price of $5.00 accrued on such shares of Series B-1. Dividends accrued from day to day, whether or not declared, and were cumulative. The accruing dividends shall be payable in additional shares of Series B-1, valued at the Series B-1 original issuance price, unless the board of directors of the Company elects to pay all or any portion of the accruing dividends in cash. In accordance with the conversion provision of the Company’s Third Amended and Restated Certificate of Incorporation, as amended, which was triggered upon completion of the Company’s IPO, all rights with respect to the Preferred Stock of the Company were terminated, including the right to receive undeclared dividends. The Series B-1 cumulative dividends were never declared by the Company’s board of directors. (See Note 17). Redemption: The holders of a majority of the outstanding shares of Series C, Series B-1 and Series B, voting together as a single class, can require the Company to redeem the Series C, Series B-1 and Series B at their original purchase price of $5.00 per share in three annual installments by giving a sixty-day notice at any time on or after March 31, 2017. On March 25, 2014, the Company amended the initial redemption date, extending it to November 1, 2017. On each redemption date, the Company shall redeem, on a pro rata basis in accordance with the number of shares of Series C, Series B-1 and Series B owned by each holder, that number of outstanding shares of Series C, Series B-1 and Series B. If the Company does not have sufficient funds legally available to redeem on any redemption date, the Company shall redeem a pro rata portion of each holder’s Series C, Series B-1 and Series B out of funds legally available. The Series C, Series B-1 and Series B is redeemable on November 1, 2017, and their carrying value will be accreted to the minimum redemption value of $5.00 per share or $57,642,000, $27,309,000 and $15,565,000, respectively, over the period from issuance through November 1, 2017 using the effective interest method for issuances through June 30, 2015. The amount of accretion recorded for the three and six months ended June 30, 2015 and for the three and six months ended June 30, 2014 for Series C amounted to $335,000, $570,000, $21,000 and $45,000, respectively. The amount of accretion recorded for the three and six months ended June 30, 2015 and for the three and six months ended June 30, 2014 for Series B-1 was $165,000, $329,000, $161,000 and $354,000, respectively. The amount of accretion recorded for the three and six months ended June 30, 2015 and for the three and six months ended June 30, 2014 for Series B amounted to $86,000, $171,000, $83,000 and $184,000, respectively. In the event of a deemed liquidation event, the holders of a majority of the outstanding shares of Series C, Series B-1 and Series B can require the Company to redeem such preferred stock. Based on the June 30, 2015 and December 31, 2014 capitalization, the maximum redemption payment would be $127,826,000 and $126,831,000, respectively. Since it is presently not probable that a deemed liquidation event will occur, no additional accretion has been recorded on the Series C, Series B-1, Series B or Series A. The Company’s Third Amended and Restated Certificate of Incorporation, as amended, does not limit the amount that the Company could be required to pay upon redemption or the number of shares the entity could be required to issue at conversion. In accordance with the conversion provision of the Company’s Third Amended and Restated Certificate of Incorporation, as amended, which was triggered upon completion of the Company’s IPO, all rights with respect to the Preferred Stock of the Company were terminated, including redemption rights. (See Note 17). Warrant liability: In connection with the December 2014 $7.5 million additional Series C financing (see above), the Company issued warrants to purchase an aggregate 749,967 shares of the Series C. The proceeds from the December 2014 additional Series C financing with stock purchase warrants were allocated to the two elements based on the fair value of the Series C warrants at time of issuance. The remainder of the proceeds was allocated to the redeemable convertible preferred instrument portion of the transaction, resulting in a discount. The portion of the proceeds so allocated to the warrants is accounted for as a warrant liability and periodically adjusted to fair value through the statement of operations. The related preferred stock discount is amortized as preferred stock accretion to redemption value over the remaining term until the redemption date using the effective interest method. The fair value of the 749,967 Series C Warrants was $1,335,000, with the residual $6,108,000, net of legal fees of $57,000, allocated to the 1,499,935 shares of Series C. The proceeds from the 2015 additional Series C financing with stock purchase warrants were allocated to the two elements based on the fair value of the Series C warrants at time of issuance. The remainder of the proceeds was allocated to the redeemable convertible preferred instrument portion of the transaction, resulting in a discount. The portion of the proceeds so allocated to the warrants is accounted for as a warrant liability and periodically adjusted to fair value through the statement of operations. The related preferred stock discount is amortized as preferred stock accretion to redemption value over the remaining term until the redemption date using the effective interest method. The fair value of the 1,197,218 Series C Warrants was $2,131,000, with the residual $10,916,000, net of legal fees of $78,000, allocated to the 2,624,936 shares of Series C. At March 31, 2015, the warrant fair values were remeasured and a reduction in fair value of approximately $234,000 has been recorded in other income (expense), net in the Company’s consolidated statements of operations. At June 30, 2015, the warrant fair values were remeasured and an increase in fair value of approximately $129,000 has been recorded in other income (expense), net in the Company’s consolidated statements of operations for the second quarter, for a net reduction in the warrant fair value of $105,000 for the six months ended June 30, 2015. On June 30, 2015, warrants for 150,000 shares of Series C preferred stock were exercised as described above, resulting in a $281,000 decrease in the warrant liability. |