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Common stock, preferred stock and warrants
 9 Months Ended
Sep. 30, 2016
Equity [Abstract]  
Common shares, preferred shares and warrants

8. Common stock, preferred stock and warrants

Common stock

As of September 30, 2016 and December 31, 2015, the number of issued and outstanding shares of common stock was 50,663,171 and 15,709,786, respectively, which did not include shares of treasury stock of 61,685 and 0, respectively. The change in the number of outstanding shares of common stock during the nine months ended September 30, 2016 was a result of the following issuances:

 

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On February 22, 2016, the Company’s Series B Non-voting Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred”), 450,962 shares in total, automatically converted into 22,548,100 shares of the Company’s common stock, by multiplying each such share of Series B Preferred by 50, pursuant to the Company’s Series B Preferred certificate of designation.

 

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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 connection with the merger between Tiger Media and The Best One, Inc. (“TBO”) consummated on March 21, 2015 (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 (“TBO Merger Agreement”). As of September 30, 2016, all such earn-out liabilities under the TBO Merger Agreement have been settled.

 

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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 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, all the outstanding shares of Series A Preferred converted into 6,672,022 shares of common stock.

 

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During the nine months ended September 30, 2016, the Company issued an aggregate of 1,069,728 shares (“Exchange Shares”) of common stock in exchange for warrants previously issued to four stockholders of the Company, including Frost Gamma Investment Trust (“Frost Gamma”), an affiliate of Phillip Frost, M.D., the Vice Chairman of the Company’s Board of Directors, resulting in a loss on the exchange of warrants of $1,273 recognized in other expenses, net. No additional consideration was paid by the warrant holders and the old warrants were cancelled. In addition, new warrants to purchase 320,102 shares of common stock (the “New Exchange Warrants”), at an exercise price of $10.00 per share, were issued to one of the warrant holders as part of the exchange of warrants.

 

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During the nine months ended September 30, 2016, 14,500 restricted shares of common stock were issued to two vendors of the Company as additional consideration for services rendered. 

 

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An aggregate of 441,422 shares of common stock were issued as a result of the vesting of restricted stock units (“RSUs”), of which, 61,685 shares of common stock were withheld to pay withholding taxes upon such vesting, which are reflected in treasury stock.

 

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An aggregate of 1,000,000 shares of common stock were issued in registered direct offering (“Registered Direct Offering”) to five investors, pursuant to a securities purchase agreement entered into on May 17, 2016.

 

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On June 8, 2016, an aggregate of 2,369,190 shares of common stock were issued to Selling Source in connection with the Q Interactive Acquisition.

Warrants

Warrants to purchase an aggregate of 1,589,830 shares of the Company’s common stock were outstanding as of December 31, 2015. An aggregate of 1,069,728 Exchange Shares have been issued to four stockholders during the nine months ended September 30, 2016, in exchange for the partial cancellation of warrants previously issued to such stockholders.

As of September 30, 2016, warrants to purchase an aggregate of 1,120,102 shares of common stock were outstanding, which includes:

 

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New Exchange Warrants to purchase 320,102 shares of common stock were issued to an institutional investor as part of the exchange of warrants, as discussed above. The New Exchange Warrants will expire twenty-four months from the date of issuance.

 

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Warrants to purchase 200,000 shares of the Company’s common stock were issued as part of our term loan of $45 million (“Term Loan”) pursuant to a credit agreement entered into on December 8, 2015 (“Credit Agreement”), with the exercise price being amended to $5.08 as a result of the Limited Consent and Amendment No. 2 to Credit Agreement entered into on September 30, 2016 (“Amendment”). As part of the Amendment, we issued additional new warrants to purchase 100,000 shares of common stock, with an exercise price of $5.08 per share and an expiration date of September 30, 2026. As a result of the amended and newly issued warrants, an aggregate of $492 was recognized in additional paid-in capital.

 

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Concurrent with the Registered Direct Offering in May 2016, as discussed above, warrants to purchase an aggregate of 500,000 shares of common stock were issued to five investors, with an exercise price of $8.00 per share, which are exercisable beginning six months and one day from the date of issuance and expire 24 months from the date they became exercisable.

Treasury stock

As of September 30, 2016, the Company held 61,685 shares in treasury, with a cost of $305. This increase in treasury stock was due to shares that were withheld to pay withholding taxes upon the vesting of RSUs during the nine months ended September 30, 2016.