XML 44 R14.htm IDEA: XBRL DOCUMENT v3.3.0.814
Preferred Stock, Common Stock and Warrants
 9 Months Ended
Sep. 30, 2015
Preferred Stock Common Stock And Warrants [Abstract]  
Preferred Stock, Common Stock and Warrants

8. Preferred Stock, Common Stock and Warrants

Preferred Stock Outstanding

As of September 30, 2015, there were 5,000,000 shares of preferred stock authorized and no shares of preferred stock outstanding. On February 26, 2015, 26,000 shares of our Series B Convertible Preferred Stock were converted into 2,600,000 shares of common stock. On July 23, 2015, 17,430 shares of our Series B Convertible Preferred Stock were converted into 1,743,000 shares of common stock and no Series B Convertible Preferred Stock remained outstanding.

Each share of Series B Convertible Preferred Stock was convertible into 100 shares of common stock at any time at the holder’s option. However, the holder is prohibited from converting the Series B Convertible Preferred Stock into shares of common stock if, as a result of such conversion, the holder and its affiliates would own more than 9.98% of the total number of shares of common stock then issued and outstanding. In the event of the Company’s liquidation, dissolution, or winding up, holders of Series B Convertible Preferred Stock will receive a payment equal to $0.001 per share before any proceeds are distributed to the common stockholders. Shares of Series B Convertible Preferred Stock generally have no voting rights, except as required by law and except that the consent of holders of a majority of the outstanding Series B Convertible Preferred Stock is required to amend the terms of the Series B Convertible Preferred Stock. Holders of Series B Convertible Preferred Stock are not entitled to receive any dividends, unless and until specifically declared by the Company’s board of directors. The Series B Convertible Preferred Stock ranks senior to the Company’s common stock as to distributions of assets upon the Company’s liquidation, dissolution or winding up, whether voluntarily or involuntarily. The Series B Convertible Preferred Stock may rank senior to, on parity with or junior to any class or series of the Company’s capital stock created in the future depending upon the specific terms of such future stock issuance.

Common Stock Outstanding

As of September 30, 2015, there were 38,425,277 shares of our common stock outstanding.

On November 10, 2014, we entered into an At Market Issuance Sales Agreement (the “2014 ATM Agreement”) with Cowen and Company, LLC (“Cowen”) under which we could offer and sell our common stock from time to time up to aggregate sales proceeds of $50 million through Cowen as our sales agent. The 2014 ATM Agreement terminated in July 2015 when we reached an aggregate of $50 million of gross proceeds from sales of our common stock as specified in the 2014 ATM Agreement. As of September 30, 2015, we had sold 2,125,439 shares of common stock under the 2014 ATM Agreement resulting in net proceeds to us of approximately $49.0 million.

In July 2015, we completed an underwritten public offering of 5,227,273 shares of our common stock, including 681,818 shares sold pursuant to the full exercise of an overallotment option previously granted to the underwriters. All of the shares were offered at a price to the public of $27.50 per share. The net proceeds to us from this offering were approximately $134.9 million, after deducting the underwriting discount and other estimated offering expenses payable by us.

Warrants

As of September 30, 2015, no warrants to purchase shares of our common stock were outstanding.