Stockholders’ Equity

Preferred Stock

The Company has a total of 2,000,000 shares of preferred stock authorized for issuance at a par value of $0.001 per share. No preferred shares are currently issued or outstanding.

Rights Agreement

On January 22, 2018, subsequent to the balance sheet date, the Company entered into the Rights Agreement and issued a dividend of one preferred share purchase right (a “Right”) to each of the stockholders of record of each share of common stock outstanding on February 2, 2018. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series D Preferred Stock, par value $0.001 per share (the “Preferred Shares”), of the Company, at a price of $10.00 per one one-thousandth of a Preferred Share represented by a Right (the “Purchase Price”), subject to adjustment. The description and terms of the Rights are set forth in the Rights Agreement.

The Rights are not exercisable until the Distribution Date (as defined in the Rights Agreement). The Rights will expire on the earlier of (i) the close of business on January 22, 2021, (ii) the time at which the Rights are redeemed, (iii) the time at which the Rights are exchanged, and (iv) if the Rights Agreement has not been approved or ratified by the stockholders prior to the close of business of the date of the Company’s 2018 Annual Meeting of Stockholders, the close of business on the date of the Company’s 2018 Annual Meeting of Stockholders.

Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends.

Common Shares Reserved for Future Issuance

The Company had reserved shares of common stock for possible future issuance as of December 31, 2017 and 2016 as follows:



	December 31,
	2017	2016
Common stock warrants outstanding	1,886,630	1,886,630
Stock options outstanding	6,566,483	6,356,203
Restricted stock units outstanding	1,055,977	2,975,800
Shares available for issuance pursuant to Convertible Notes	40,649,225	30,000,000
Shares available for future grants of awards under the 2015 Incentive Compensation Plan	1,973,537	1,332,035
Shares available for future grants of awards under the 2009 Omnibus Incentive Compensation Plan	3,816,243	3,871,666
Shares available under the 2000 Employee Stock Purchase Plan	857,638	89,676
Total shares of common stock reserved for issuance	56,805,733	46,512,010