11.  Stockholders’ Equity

 

Preferred Stock

 

The Company has authorized 5.0 million shares of preferred stock, par value $0.01 per share. The Company’s certificate of incorporation provides that shares of preferred stock may be issued from time to time in one or more series. The Company’s Board of Directors is authorized to fix the voting rights, if any, designations, powers, preferences, qualifications, limitations and restrictions thereof, applicable to the shares of each series.

 

The Company has authorized Series A Junior Participating Cumulative Preferred Stock, par value $.01 per share. As of December 31, 2018 and 2017, there were no shares of Series A Junior Participating Cumulative Preferred Stock issued and outstanding.  See Note 12, Redeemable Preferred Stock, for a description of the Company’s issued and outstanding Series C and E redeemable preferred stock.

 

Common Stock and Warrants

 

The Company has one class of common stock, par value $0.01 per share. Each share of the Company’s common stock is entitled to one vote on all matters submitted to stockholders. There were 219,157,998 and 228,486,366 shares of common stock outstanding as of December 31, 2018 and 2017, respectively.

 

On December 22, 2016, the Company issued warrants to purchase 10,501,500 shares of common stock in connection with offerings of common stock and Series D Redeemable Preferred Stock at an exercise price of $1.50 per share.  On April 12, 2017, the Company and Tech Opportunities LLC (“Tech Opps”) entered into an agreement, pursuant to which Tech Opps exercised in full its warrants to purchase an aggregate of 10,501,500 shares of common stock.  The net proceeds received by the Company pursuant to the exercise of the existing warrants was $15.1 million and the Company issued to Tech Opps warrants to acquire up to 5,250,750 shares of common stock at an exercise price of $2.69 per share.  The warrants were exercisable as of October 12, 2017 and will expire on October 12, 2019. The warrants are subject to anti-dilution provisions in the event of issuance of additional shares of common stock and certain other conditions, as further described in the warrant agreement. 

 

During April 2017, warrants issued in January 2014 as part of an underwritten public offering with Heights Capital Management Inc., were exercised in full to purchase an aggregate of 4,000,000 shares of the Company’s common stock, at an exercise price of $0.65 per share. The aggregate cash exercise price paid to the Company pursuant to the exercise of the warrants was $2.6 million.

 

Pursuant to the exercised of the above warrants in 2017, additional paid-in capital was increased and warrant liability reduced by $27.1 million.

 

During 2013, the Company completed a series of underwritten public offerings. One of the underwritten public offerings included accompanying warrants to purchase common stock.  As of December 31, 2017 and 2016, 100 warrants with an exercise price of $0.15 per share, remained outstanding. During February 2018, the remaining 100 warrants were exercised. 

 

During 2017, additional warrants to purchase up to 110,573,392 shares of common stock were issued in connection with transaction agreements with Amazon and Walmart, as discussed in Note 13, Warrant Transaction Agreements.  At December 31, 2018 and 2017, in connection with these agreements, warrants to acquire 26,188,434 and  18,913,869 shares of common stock, respectively, have vested and are therefore exercisable.  These warrants are measured at fair value and are classified as equity instruments on the consolidated balance sheet.

 

At Market Issuance Sales Agreement

 

On April 3, 2017, the Company entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with FBR Capital Markets & Co., as sales agent (“FBR”), pursuant to which the Company may offer and sell, from time to time through FBR, shares of common stock par value $0.01 per share having an aggregate offering price of up to $75.0 million. Under the Sales Agreement, in no event shall the Company issue or sell through FBR such a number of shares that exceeds the number of shares or dollar amount of common stock registered. During 2018, the Company issued 3,804,654 shares of common stock and raised net proceeds of 7.0 million, after accruals, underwriting discounts and commissions and other fees and expenses, pursuant to the Sales Agreement. The Company has raised $30.2 million to date during the term of the Sales Agreement.