Quarterly report pursuant to Section 13 or 15(d)

Stockholders' Equity

v3.19.1
Stockholders' Equity
3 Months Ended
Mar. 31, 2019
Equity [Abstract]  
STOCKHOLDERS' EQUITY

Note 9 – Stockholders’ Equity

 

Preferred Stock Purchase Rights

 

Effective February 14, 2017, the Board of Directors declared a dividend of one right (“Right”) for each of the Company’s issued and outstanding shares of common stock. The Rights were granted to the stockholders of record at the close of business on February 24, 2017. Each Right entitles the registered holder, upon the occurrence of certain events specified in the Rights Agreement, to purchase from the Company one one-thousandth of a share of the Company’s Series A Preferred Stock at a price of $7.00, subject to certain adjustments. 

 

The Rights are not exercisable until the occurrence of certain events, including a person acquiring or obtaining the right to acquire beneficial ownership of 10% or more of the Company’s outstanding common stock. The Rights are evidenced by certificates for the common stock and automatically transfer with the common stock unless they become exercisable. If the Rights become exercisable, separate certificates evidencing the Rights will be distributed to each holder of common stock. Holders of the preferred stock will be entitled to certain dividend, liquidation and voting rights. The rights are redeemable by us at a fixed price as determined by the Board, after certain defined events. 

 

As of March 31, 2019, the Rights have no dilutive effect on the earnings per common share calculation and no shares of preferred stock have been issued. At the time of issuance, the Company determined that these Rights have a de minimis fair value. The description and terms of the Rights are set forth in the Rights Agreement dated as of February 14, 2017 between the Company and Island Stock Transfer, as Rights Agent.

 

Issuance of Common Stock

 

The Company has periodically issued common stock in connection with certain private and public offerings. For the three months ended March 31, 2019 and 2018 the Company has received aggregate gross proceeds of $2,312 and $296 from these offerings: 

 

          Gross  
Date   Shares     Proceeds  
March 27, 2019     1,438,356 (1)   $ 2,100  
January 1, 2019 thru March 31, 2019     111,129 (2)     212  
January 19, 2018     140,295 (3)     296  

 

(1) Shares issued pursuant to a private placement with accredited investors for $1.46 per share.
(2)  Shares of common stock sold for between $1.85 and $2.00 per share in at-the-market offerings.
(3) Shares of common stock sold for $2.111 per share in an at-the-market offering.