MaxPoint Interactive, Inc. - 10-K filing on 2016-03-10

Common and Preferred Stock

12 Months Ended

Dec. 31, 2015

Stockholders' Equity, Number of Shares, Par Value and Other Disclosures [Abstract]

Authorized Common Shares

On February 10, 2015, the Company amended its amended and restated certificate of incorporation to increase its number of authorized common shares by 3,000,000 for a total of 25,000,000.

Initial Public Offering

As described in Note 1, on the Closing Date, the Company completed an IPO of its common stock. As part of the consummation of this transaction, the Company amended and restated its amended and restated certificate of incorporation. Effective as of the Closing Date, the Company is authorized to issue 510,000,000 total shares, consisting of 500,000,000 shares of common stock and 10,000,000 shares of preferred stock. Both the common stock and preferred stock have a par value of $0.00005 per share.

Liquidation Rights

In the event of any liquidation or dissolution of the Company, the holders of common stock are entitled to the remaining assets and funds of the Company legally available for distribution, subject to the rights of the holders of preferred stock.

Dividend and Voting Rights

The holders of common stock are entitled to receive dividends, as and if declared by the Company, subject to the rights of the holders of preferred stock. Holders of common stock have the right to one vote per share.

Common Stock Reserved for Issuance

The Company’s shares of common stock reserved for issuance as of December 31, 2014 and 2015 were as follows:



	2014		2015
Series A convertible preferred stock	2,383,745		—
Series B convertible preferred stock	3,649,368		—
Series C convertible preferred stock	5,406,501		—
Series D convertible preferred stock	3,409,210		—
Lender Warrants and Additional Lender Warrant to purchase common stock	150,000	⁽¹⁾	200,000
Stock options outstanding	3,425,117	⁽¹⁾	4,297,893
Possible future issuance under equity incentive plan	—		1,521,843
Possible future issuance under employee stock purchase plan	—		241,272
Total shares reserved	18,423,941		6,261,008

(1)

As described in Note 10, as of December 31, 2014, the Company had exceeded its common shares authorized when considering the number of possible shares that may be issuable after consideration of all existing instruments that could be settled in shares. On February 10, 2015, the Company increased its number of authorized common shares to 25,000,000. Those instruments which had been accounted for as liabilities were reclassified to equity as of that date.

Preferred Stock

Effective as of the Closing Date, shares of preferred stock may be issued from time to time in one or more series. The board of directors is authorized to provide for the issuance, out of the unissued shares of preferred stock, of one or more series of preferred stock, by establishing the number of shares to be included in such series, voting powers, preferences, participation, or other special rights, if any, of the shares of each such series and any qualifications, limitations or restrictions thereof.