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Common and Preferred Stock
12 Months Ended
Dec. 31, 2016
Common and Preferred Stock

10. Common and Preferred Stock

On March 1, 2017, the Company effected a 1-for-5 reverse stock split of the Company’s outstanding common stock. As a result, all common stock share amounts included in these consolidated financial statements have been retroactively reduced by a factor of five, and all common stock per share amounts have been increased by a factor of five, with the exception of the Company’s common stock par value. See Note 1 — Description of Business.

The Company is authorized to issue 140,000,000 shares of common stock, par value $0.05 per share, and 10,000,000 shares of undesignated preferred stock, par value $0.01 per share, issuable in one or more series as designated by the Company’s board of directors. No other class of capital stock is authorized. As of December 31, 2016 and 2015, 95,680,831 and 85,734,188 shares of common stock, respectively, were issued and outstanding and no shares of preferred stock were outstanding.

As more fully described in Note 16 — Warrants, in May 2016, the Company sold in a registered offering an aggregate of 9,708,737 shares of common stock together with certain warrants exercisable for up to an aggregate of 7,281,553 shares of common stock (“A Warrants”) and certain warrants exercisable for up to an aggregate of 2,427,184 shares of common stock (“B Warrants”) in a direct offering for proceeds of $50.0 million.

On November 9, 2015, the Company entered into a series of stock purchase agreements to sell up to an aggregate of 10,000,000 shares of its common stock in a registered direct offering to selected investment funds in Israel that hold securities included within certain stock indexes of the Tel Aviv Stock Exchange (the “TASE”). Pursuant to the agreements, the shares of common stock were sold at a price per share equal to 97% of the closing price of the Company’s common stock on the TASE on November 12, 2015. During November 2015, the Company sold 2,770,487 shares of common stock for an aggregate price of approximately $34,710,000, or $13.05 per share, which is net of $1,432,000 of issuance costs.

The Company engaged Sunrise Securities Corporation as its exclusive placement agent in connection with the offering of the 10,000,000 shares. In connection with the services provided, the Company issued to Sunrise Securities Corporation, or its designee, restricted warrants to purchase a number of shares of the Company’s common stock in an aggregate equal to 1.15% of the aggregate shares sold in the offering, which totaled 31,860 shares on November 16, 2015. The warrants are exercisable for a five year period at an exercise price of $13.05, the price paid per share in connection with the offering. The Company had an obligation to register the common stock that may be issued pursuant to the exercise of the warrants, which resulted in their initial classification as liability and were deemed immaterial. On December 15, 2015 the warrants were reclassified to equity as the Company registered the common stock pursuant to a registration statement and continue to be classified in equity as of December 31, 2016.

Included in the common stock outstanding as of December 31, 2014 is 1,800,000 shares of common stock loaned to Bank of America under a share lending agreement in connection with the offering of the $100.0 million aggregate principal amount of the 2015 notes. Bank of America was obligated to return the borrowed shares (or, in certain circumstances, the cash value thereof) to the Company on or about the 45th business day following the date as of which the entire principal amount of the 2015 notes ceases to be outstanding, subject to extension or acceleration in certain circumstances or early termination at Bank of America’s option. On October 23, 2015, the 1,800,000 shares of common stock loaned to Bank of America were returned, as the Company settled all payments and deliveries in respect of such convertible notes on August 17, 2015. The Company did not receive any proceeds from the sale of the borrowed shares by Bank of America, but the Company did receive a nominal lending fee of $0.05 per share from Bank of America for the use of borrowed shares.

On February 8, 2012, the Company sold 7,187,500 units in an underwritten public offering, including 937,500 units sold pursuant to the full exercise of an over-allotment option granted to the underwriters, with each unit consisting of one share of common stock and a warrant to purchase 0.1 of a share of common stock. All of the securities were offered by the Company at a combined price to the public of $12.00 per unit and the underwriters purchased the units at a price of $11.28 per unit. Net proceeds from this offering were approximately $80.6 million, excluding any warrant exercises. The 4,312,500 shares of common stock underlying the warrants are exercisable at $12.00 per share and expire four years from the date of the issuance.

For the years ended December 31, 2015 and 2014, the Company received $10.1 million and $27.8 million in proceeds, respectively, from the exercise of the February 2012 public offering warrants. There were no warrant exercises during the year ended December 31, 2016 and any unexercised February 2012 public offering warrants expired on February 8, 2016.