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Subsequent events | 12 Months Ended
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Dec. 31, 2015
Subsequent Events [Abstract] |
Subsequent events | 19. Subsequent events The Company has evaluated all events and transactions after December 31, 2015 through the date these financial statements were issued. The following material matters have occurred through March 18, 2016. On February 22, 2016, pursuant to terms of the Company’s Series B Preferred, each share of Series B Preferred has automatically converted into the Company’s Common Stock. As a result, on February 22, 2016, the Company’s Series B Preferred, 450,962 shares in total, automatically converted into 22,548,100 shares of the Company’s Common Share, by multiplying each such share of Series B Preferred being converted by 50. On March 11, 2016, the Company issued 1,800,220 shares (the “Series A Earn-Out Shares”) of the Company’s Series A Non-Voting Convertible Preferred Stock (the “Series A Preferred”) and 900,108 shares (the “Common Earn-Out Shares,” and together with Series A Earn-Out Shares, the “Earn-Out Shares”) of the Company’s Common Stock, which shares represent “earn-out” consideration paid in accordance with the TBO Merger, upon a determination by the Board of Directors that certain financial targets had been achieved as set forth in the Merger Agreement and Plan of Reorganization governing the TBO Merger. The issuance of the Earn-Out Shares is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”) in accordance with Section 4(a)(2) of the 1933 Act. On March 11, 2016, the Company amended the Certificate of Designations of the Series A Preferred to provide for the conversion of the Series A Preferred into Common Stock of the Company on a one-for-one basis. Previously, the Series A Preferred were convertible in connection with a sale of any such shares to a non-affiliate of the Company. As a result, on March 11, 2016, a total of 5,719,822 outstanding shares of Series A Preferred converted into an equal number of shares of the Company’s Common Stock (the “Conversion Shares”). Effective March 11, 2016, the Board of Directors approved the issuance of an aggregate of 1,069,728 shares the (“Exchange Shares”) of Common Stock in exchange for warrants to purchase shares of Common Stock previously issued to four stockholders of the Company, including Frost Gamma. No additional consideration was paid by the stockholders and the warrants were cancelled. As of March 17, 2016 an aggregate of 149,925 Exchange Shares have been issued. In addition to the foregoing issuances, on March 9, 2016, the Board of Directors approved the issuance of up to 12,000 restricted shares of Common Share (the “Vendor Shares”) to a vendor of the Company as additional consideration for services rendered. The Vendor Shares vest in twelve equal monthly installments. The issuance of the Vendor Shares is exempt from the registration requirements of the 1933 Act in accordance with Section 4(a)(2) of the 1933 Act. Following the conversion of the Series A Preferred and the issuance of the Exchange Shares and Vendor Shares, the Company will have approximately 46.9 million shares of Common Stock outstanding.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References No definition available. + Details
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