Stockholders' (Deficit) Equity
3 Months Ended
Mar. 31, 2018
Stockholders' (Deficit) Equity  
Stockholders' (Deficit) Equity

 

7. Stockholders' (Deficit) Equity

Authorized Shares

        The Company has authorized 186,894,620 shares of stock, of which 110,000,000 shares are designated as common stock and 76,894,620 shares are designated as Series A, B, C, D, E, and F preferred stock. All stock has a par value of $0.001.

Preferred Stock

        A summary of the Company's preferred stock as of March 31, 2018 and December 31, 2017, is as follows:

                                                                                                                                                                                    

Series

 

Shares
Authorized

 

Shares
Issued and
Outstanding

 

Carrying
Value

 

A

 

 

5,375,507

 

 

5,375,507

 

$

5,037

 

B

 

 

8,706,909

 

 

8,706,909

 

 

15,913

 

C

 

 

14,091,589

 

 

13,829,906

 

 

14,949

 

D

 

 

5,683,292

 

 

5,683,292

 

 

6,043

 

E

 

 

15,373,091

 

 

15,267,175

 

 

39,848

 

F

 

 

27,664,232

 

 

27,372,261

 

 

37,316

 

​  

​  

​  

​  

​  

​  

 

 

 

76,894,620

 

 

76,235,050

 

$

119,106

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

        A summary of the Company's convertible preferred stock terms is as follows:

                                                                                                                                                                                    

Series

 

Liquidation
Preference
Per Share

 

8%
Dividend
Per Share

 

Conversion
Price
Per Share

 

A

 

$

1.00

 

$

0.08

 

$

6.65

 

B

 

 

1.84

 

 

0.12

 

 

9.91

 

C

 

 

1.07

 

 

0.09

 

 

7.12

 

D

 

 

1.07

 

 

0.09

 

 

7.12

 

E

 

 

2.62

 

 

0.21

 

 

15.16

 

F

 

 

1.37

 

 

0.11

 

 

9.11

 

        The dividend per share on the convertible preferred stock is only payable when, as and if declared by the Board of Directors.

        The Company has issued 5,375,507 shares of Preferred Stock, Series A, with an original issue price of $1.00 per share. Each share of Series A Preferred Stock may be converted into 0.1504 shares of common stock. The conversion price is subject to change for certain subdivisions, combinations of common stock, or other dilutive issuances of common stock. Each share of Series A Preferred Stock entitles the holder to vote on all matters submitted to holders of common stock, and each share of Series A Preferred Stock has the number of votes equal to the number of shares of common stock into which it may be converted.

        The Company has issued 8,706,909 shares of Preferred Stock, Series B, with an original issue price of $1.84 per share. Each share of Series B Preferred Stock may be converted into 0.1855 shares of common stock. The conversion price is subject to change for certain subdivisions, combinations of common stock, or other dilutive issuances of common stock. Ownership of Series B Preferred Stock entitles the holder to vote on all matters submitted to holders of common stock. Each share of Series B Preferred Stock has the number of votes equal to the number of shares of common stock into which it may be converted.

        The Company has issued 13,829,906 shares of Preferred Stock, Series C, with an original issue price of $1.07 per share. Each share of Series C Preferred Stock may be converted into 0.1504 shares of common stock. The conversion price is subject to change for certain subdivisions, combinations of common stock, or other dilutive issuances of common stock. Each share of Series C Preferred Stock entitles the holder to vote on all matters submitted to holders of common stock, and each share of Series C Preferred Stock has the number of votes equal to the number of shares of common stock into which it may be converted.

        The Company has issued 5,683,292 shares of Preferred Stock, Series D, with an original issue price of $1.07 per share. Each share of Series D Preferred Stock may be converted into 0.1504 shares of common stock. The conversion price is subject to change for certain subdivisions, combinations of common stock, or other dilutive issuances of common stock. Each share of Series D Preferred Stock entitles the holder to vote on all matters submitted to holders of common stock, and each share of Series D Preferred Stock has the number of votes equal to the number of shares of common stock into which it may be converted.

        In March 2014, the Company raised $39.8 million, net of stock issuance costs, through the issuance of 15,267,175 shares of Series E Preferred Stock, with an original issue price of $2.62 per share. Each share of Series E Preferred Stock may be converted into 0.1728 shares of common stock. The conversion price is subject to change for certain subdivisions, combinations of common stock, or other dilutive issuances of common stock. Each share of Series E Preferred Stock entitles the holder to vote on all matters submitted to holders of common stock, and each share of Series E Preferred Stock has the number of votes equal to the number of shares of common stock into which it may be converted.

        In October 2016, the Company raised $12.3 million, net of stock issuance costs, through the issuance of 9,124,084 shares of Series F Preferred Stock, with an original issue price of $1.37 per share (Tranche 1). In February 2017, the Company raised $25.0 million, net of stock issuance costs, through the issuance of 18,248,177 shares of Series F Preferred Stock, with an original issue price of $1.37 per share (Tranche 2). Each share of Series F Preferred Stock may be converted into 0.1504 shares of common stock. The conversion price is subject to change for certain subdivisions, combinations of common stock, or other dilutive issuances of common stock. Each share of Series F Preferred Stock entitles the holder to vote on all matters submitted to holders of common stock, and each share of Series F Preferred Stock has the number of votes equal to the number of shares of common stock into which it may be converted.

        Upon a liquidation, dissolution, or winding up of the Company, the holders of the Series F Preferred Stock shall be entitled to receive prior and in preference to any distribution of any of the assets of the Company to holders of Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred and common stock. If, upon a liquidation, the assets to be distributed to the holders of the Series F Preferred are insufficient to permit the payment to such holders of the full amount payable, then the entire assets of the Company legally available for distribution shall be distributed pro rata to the holders of the Series F Preferred Stock in proportion to the full preferential amounts which each such holder would otherwise be entitled to receive.

Preferred Stock Warrants

        In connection with certain convertible promissory notes issued by the Company during 2011 and 2012 and subsequently paid, the Company issued 278,506 five-year warrants to purchase Series C preferred shares of stock at an exercise price of $1.07 per share. Based on the Black-Scholes option pricing model, the value of each warrant was determined to be $0.34, for a total value of $94, and was fully expensed during the year ended December 31, 2012. As of December 31, 2015, the Company had a total of 258,880 outstanding warrants. In 2016, a total of 258,880 Series C preferred shares were issued upon exercise of the entire remaining warrants for proceeds of $277.

        In connection with the execution of the Company's original credit facility entered into during 2012, the Company issued 186,916 ten-year warrants to purchase Series C preferred shares of stock at an exercise price of $1.07 per share. Based on the Black-Scholes option pricing model, the value of each warrant was determined to be $0.515, for a total value of $96 at the date of issuance and was fully expensed during the year ended December 31, 2012.

        In connection with the added borrowings drawn upon the Company's original credit facility in 2013, the Company issued 74,768 ten-year warrants to purchase Series C preferred shares of stock at an exercise price of $1.07 per share. Based on the Black-Scholes option pricing model, the value of each warrant was determined to be $0.525, for a total value of $39 at the date of issuance and was fully expensed during the year ended December 31, 2013.

        In connection with the execution of the Company's amended credit facility completed in June 2014, the Company also issued 76,334 ten-year warrants to purchase Series E preferred shares of stock at an exercise price of $2.62 per share. Based on the Black-Scholes option pricing model, the value of each warrant was determined to be $1.11, for a total value of $85 at the date of issuance and was fully expensed during the year ended December 31, 2014.

        In connection with the execution of the Company's current credit facility completed in August 2015 (see Note 4), the Company issued 29,580 ten-year warrants to purchase Series E preferred shares of stock at an exercise price of $2.62 per share. Based on the Black-Scholes option pricing model, the value of each warrant was determined to be $1.13, for a total value of $33 at the date of issuance and was fully expensed during the year ended December 31, 2015.

        In connection with the execution of the amendment to the Company's current credit facility completed in February 2017 (see Note 4), the Company issued 29,197 ten-year warrants to purchase Series F preferred shares of stock at an exercise price of $1.37 per share. Based on the Black-Scholes option pricing model, the value of each warrant was determined to be $0.13, for a total value of $4 at the date of issuance and was fully expensed during the year ended December 31, 2017.

        In connection with the Company's borrowing completed in February 2018 (see Note 4), the Company issued 233,577 ten-year warrants to purchase Series F preferred shares of stock at an exercise price of $1.37 per share. Based on the Black-Scholes option pricing model, the value of each warrant was determined to be $0.44, for a total value of $103 at the date of issuance and was fully expensed during the three months ended March 31, 2018.

        The preferred stock warrants issued in connection with the execution of the original credit facility and its subsequent amendments require re-measurement of the value of the preferred stock warrants each period, with changes in fair value recognized within other expenses on the statements of operations and comprehensive loss. The fair value of the preferred stock warrants was determined using the Black-Scholes option pricing model.

        As of March 31, 2018 and December 31, 2017, the following preferred stock warrants issued under the Company's original credit facility and subsequent amendments were outstanding and exercisable:

                                                                                                                                                                                    

Dates

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercise
Price

 

Warrants
Outstanding at
March 31, 2018

 

Initial
Value

 

Fair Value at
March 31, 2018

 

Issuance

 

Expiration

 

Series

 

February 8, 2018

 

February 8, 2028

 

F

 

$

1.37

 

 

233,577

 

$

103

 

$

364

 

February 24, 2017

 

February 24, 2027

 

F

 

 

1.37

 

 

29,197

 

 

4

 

 

46

 

August 7, 2015

 

August 7, 2025

 

E

 

 

2.62

 

 

29,580

 

 

33

 

 

45

 

June 27, 2014

 

June 27, 2024

 

E

 

 

2.62

 

 

76,334

 

 

85

 

 

115

 

August 5, 2013

 

August 5, 2023

 

C

 

 

1.07

 

 

74,768

 

 

39

 

 

116

 

November 16, 2012

 

November 16, 2022

 

C

 

 

1.07

 

 

186,916

 

 

96

 

 

292

 

​  

​  

​  

​  

 

 

 

 

 

 

 

 

 

 

630,372

 

 

 

 

$

978

 

​  

​  

​  

​  

​  

​  

​  

​  

 

                                                                                                                                                                                    

Dates

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercise
Price

 

Warrants
Outstanding at
December 31, 2017

 

Initial
Value

 

Fair Value at
December 31, 2017

 

Issuance

 

Expiration

 

Series

 

February 24, 2017

 

 

February 24, 2027

 

F

 

$

1.37

 

 

29,197

 

$

4

 

 

13

 

August 7, 2015

 

 

August 7, 2025

 

E

 

 

2.62

 

 

29,580

 

 

33

 

 

8

 

June 27, 2014

 

 

June 27, 2024

 

E

 

 

2.62

 

 

76,334

 

 

85

 

 

21

 

August 5, 2013

 

 

August 5, 2023

 

C

 

 

1.07

 

 

74,768

 

 

39

 

 

33

 

November 16, 2012

 

 

November 16, 2022

 

C

 

 

1.07

 

 

186,916

 

 

96

 

 

82

 

​  

​  

​  

​  

 

 

 

 

 

 

 

 

 

 

 

396,795

 

 

 

 

$

157

 

​  

​  

​  

​  

​  

​  

​  

​  

        The warrants issued on August 7, 2015 to purchase Series E preferred stock are subject to the conversion price of the underlying preferred stock. The warrants to purchase 29,580 shares of Series E preferred stock at $2.62 per share has been adjusted to purchase 56,569 shares of Series F preferred stock at $1.37 per share due to the dilutive issuance of the Series F preferred stock.