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Common Stock Transactions
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12 Months Ended | |||||||||||||||||||||||||||||||||||||
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Dec. 31, 2014
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| Common Stock Transactions |
As of December 31, 2014, the Company had approximately 129.7 million shares of its common stock outstanding, of which approximately 84.3 million shares, or 65%, were constructively owned by RVL and its affiliates. On December 1, 2014 the Company completed an underwritten public offering of 8 million shares of its common stock, at an offering price of $1.25. Net proceeds of the offering approximated $8.6 million, which was used for general corporate purposes. Also on December 1, 2014, the Company completed the Preferred Stock Exchange, in which the Company exchanged all outstanding preferred stock, including accrued but unpaid dividends thereon, for 36,300,171 shares of unregistered common stock. All rights relating to the preferred stock were extinguished as a result of this transaction, and at December 31, 2014 the Company has no outstanding preferred stock. See Note 8 for additional information. On May 15, 2013, all outstanding shares of Series D Preferred Stock, aggregating 11,915 shares, were automatically converted into 1,712,167 shares of common stock at a conversion price per share equal to $0.6959. See Note 8 for additional information. On April 9, 2013 the Company entered into a Management Services Agreement (the “Management Agreement”) with Aston, an affiliate of RVL, under which Aston provides consulting services in connection with financing matters, budgeting, strategic planning and business development. In consideration of the services provided, the Company issued 500,000 shares of restricted common stock to Aston, vesting in three equal annual increments, with the first such vesting date being September 25, 2013. On April 21, 2014, the Company granted an additional 300,000 shares of restricted stock to Aston pursuant to the Management Agreement, which vest in three annual installments with the first such vesting date being September 25, 2014. The Audit Committee of the Board will consider from time to time (at a minimum at such times when the Compensation Committee of the Board evaluates director compensation) whether additional compensation to Aston is appropriate given the nature of the services provided. On March 8, 2013, the Company entered into an investment agreement with Great American Insurance Company and Great American Life Insurance Company (collectively, the “Investors”), each a wholly owned subsidiary of American Financial Group, Inc. The Company issued to each Investor (i) 2,136,752 shares of the Company’s common stock and (ii) the right to receive an aggregate of up to an additional 1,250,000 shares of common stock (such number of shares is the maximum number issuable to both Investors in the aggregate) for cash of $2.5 million each, for a total investment of $5 million. The proceeds from the investment are to be used for general corporate and working capital purposes. In connection with the investment, the Company paid $100,000 in cash and issued 42,735 shares of common stock as a finder’s fee for the transaction. Stock warrants – The Company has granted a 10-year warrant (“Kingstone Warrants”) for 289,187 shares of common stock at an exercise price of $4.30 per share to Brett Kingstone. Mr. Kingstone was the Chief Executive Officer of the Company until December 31, 2005 and was the Chairman of the Board of the Company until March 11, 2009. The warrant was granted on September 9, 2005. At December 31, 2014, the Company has reserved common stock for issuance in relation to the following:
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