Annual report pursuant to Section 13 and 15(d)

Stockholders' Equity (Deficit)

v3.20.1
Stockholders' Equity (Deficit)
12 Months Ended
Dec. 31, 2019
Equity [Abstract]  
Stockholders' Equity (Deficit)

NOTE 9. STOCKHOLDERS’ EQUITY (DEFICIT)

Common Stock Offerings      

On June 25, 2018, the Company completed an offering of its common stock, pursuant to which the Company sold an aggregate of 1,955,000 shares of common stock (which included the full exercise of the underwriters’ option to purchase additional shares) at $18.00 per share, for aggregate net proceeds of approximately $32,780 after deducting underwriting discounts and commissions and offering costs of approximately $2,300.

Other Common Stock Transactions

In June 2018, the Company entered into an Equity Distribution Agreement with JMP Securities as sales agent, pursuant to which it may offer and sell, from time to time, through JMP Securities, shares of its common stock having an aggregate offering price of up to $50,000.  In 2019, the Company issued an aggregate of 5,205,430 shares of its common stock, which were sold pursuant to the Equity Distribution Agreement. The Company received net proceeds from such sales of $24,373 after deducting expenses of $756.

In 2019 and 2018, the Company issued a total of 896,400 and 941,548 shares of its common stock, respectively, in connection with its acquisitions of Performance Bridge, Wazee Digital and Machine Box. See Note 3 for additional information.

In 2019, the Company issued an aggregate of 235,808 shares of its common stock in connection with the exercise of stock options and the vesting of restricted stock units under its stock incentive plans, and purchases under its Employee Stock Purchase Plan (the “ESPP”), and cancelled a total of 2,121 shares of its common stock in connection with the forfeiture of restricted stock due to terminations or in payment of withholding taxes.  In 2018, the Company issued an aggregate of 276,561 shares of its common stock in connection with the exercise of stock options and the vesting of restricted stock units under its stock incentive plans, and purchases under the ESPP, and cancelled a total of 4,184 of its common stock in connection with the forfeiture of restricted stock due to terminations or in payment of withholding taxes.  See Note 10 for additional information.

In 2018, the Company issued 7,412 shares of its common stock to accredited investors in consideration for services rendered. The Company valued these stock issuances based on the closing price of its common stock on the issuance date and recorded the expense of $130 in general and administrative expenses in the Company’s consolidated statement of operations and comprehensive loss for the year ended December 31, 2018.

Dividends on Common Stock

The Company has never declared or paid cash dividends on its common stock. The Company currently intends to retain all available funds and any future earnings for use in the operation of the business and does not anticipate paying any dividends on its common stock in the foreseeable future. Any future determination to declare dividends will be made at the discretion of the Company’s Board of Directors and will depend on the Company’s financial condition, operating results, capital requirements, general business conditions and other factors that the Board of Directors may deem relevant.

Common Stock Warrants

As of December 31, 2019 and 2018, the Company had warrants to purchase a total of 1,297,151 shares of its common stock issued and outstanding. The Company issued a five-year warrant in April 2018 which enables the holder to purchase up to 20,000 shares of the Company’s common stock. In June 2018, the Company cancelled the warrant issued to Westwood One (“WWO”), which enabled WWO to purchase up to 247,422 shares of the Company’s common stock.

All warrants were fully vested at December 31, 2019. The table below summarizes the warrants outstanding at December 31, 2019 and 2018:

 

 

 

 

 

 

 

 

 

Number of

 

 

 

 

 

Exercise

 

 

Shares of

 

Issuance Date

 

Life in Years

 

Price

 

 

Common Stock

 

May 2017

 

5

 

$

13.6088

 

 

 

809,400

 

Various dates in 2017

 

10

 

$

13.6088

 

 

 

313,440

 

Various dates in 2016

 

4

 

$

13.6088

 

 

 

154,311

 

April 2018

 

5

 

$

11.7300

 

 

 

20,000

 

 

 

 

 

 

 

 

 

 

1,297,151