Quarterly report pursuant to Section 13 or 15(d)

Equity

v2.4.0.8
Equity
6 Months Ended
Jun. 30, 2014
Equity

8. Equity

Authorized Stock

In February 2014, prior to the completion of the IPO, the Company’s certificate of incorporation was amended and restated to increase the number of authorized common shares from 150,000,000 to 250,000,000 and the number of authorized preferred shares from 100,000,000 to 130,000,000.

Initial Public Offering

On February 12, 2014, the Company completed an IPO of its common stock, in which the Company sold and issued 3,682,900 shares of common stock, including 182,900 shares sold pursuant to the exercise by the underwriters of their over-allotment option, at an issuance price of $5.75 per share, less underwriting discounts and commissions. As a result of the offering, the Company received proceeds of approximately $15.4 million, net of approximately $5.8 million in underwriting and other offering costs.

On February 11, 2014, the holders of a majority of the outstanding shares of the Company’s Series F convertible preferred stock agreed to waive the conversion adjustment under the Company’s Restated Certificate of Incorporation such that in no event would the denominator used to calculate the conversion ratio be less than $8.00, provided that the Company completed its IPO on or before June 30, 2014. Upon completion of the IPO in February 2014, all 80,910,394 outstanding shares of preferred stock converted into 8,029,779 shares of common stock and the value of the convertible preferred stock of $161.5 million was reclassified to stockholders’ equity. Furthermore, upon completion of the IPO, 2,344,731 warrants representing all outstanding warrants exercisable for shares of preferred stock converted into warrants exercisable for 159,834 shares of common stock and the convertible preferred stock warrant liability was reclassified to stockholders’ equity. Following the completion of the IPO, there were no shares of preferred stock or warrants exercisable for shares of preferred stock outstanding.

The conversion ratio of each series of convertible preferred stock at time of conversion was as follows:

 

Series

 

Conversion Ratio

 

Series A

 

 

0.0388

 

Series A-1

 

 

0.0582

 

Series B

 

 

0.0414

 

Series B-1

 

 

0.0591

 

Series C

 

 

0.0435

 

Series C-1

 

 

0.0631

 

Series D

 

 

0.0505

 

Series D-1

 

 

0.0653

 

Series E

 

 

0.0441

 

Series F

 

 

0.2500

 

 

Other Issuances

During the six months ended June 30, 2014, the Company issued 50,583 shares of common stock to Magna as a commitment fee associated with the convertible note and 50,000 shares of restricted common stock as consideration for termination of a consulting agreement.