Annual report pursuant to Section 13 and 15(d)

Stockholders' Equity

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Stockholders' Equity
12 Months Ended
Dec. 31, 2016
Stockholders' Equity
13. Stockholders’ Equity

Common Stock

On March 10, 2016, we filed a certificate of amendment to our Amended and Restated Certificate of Incorporation, as amended, to effect the Split, that became effective for trading purposes on March 11, 2016. The number of authorized shares and the par value of our common stock remained unchanged following the Split. All share amounts in these financial statements have been restated to give effect to the Split, as applicable.

At the annual shareholder meeting held on May 12, 2016, the shareholders voted to amend the Certificate of Incorporation to increase the authorized shares of common stock from 20,000,000 to 35,000,000.

The changes in issued and outstanding common stock during the years ended December 31, 2016, 2015 and 2014 were as follows:

 

     Shares  

Balance at January 1, 2014

     8,209,521  

Shares issued for stock-based compensation

     71,800  

Shares issued for contingent consideration and acquisition

     260,100  

Shares issued in public offering (1)

     800,000  

Conversion of preferred stock to common stock (2)

     3,630,017  
  

 

 

 

Balance at December 31, 2014

     12,971,438  

Shares issued for stock-based compensation

     142,556  

Shares issued in private placement offering (3)

     869,600  

Shares issued for contingent consideration and acquisition

     1,980,909  
  

 

 

 

Balance at December 31, 2015

     15,964,503  

Shares issued for stock-based compensation

     310,959  

Shares issued for contingent consideration and acquisition

     1,254,137  

Shares issued in public offering (4)

     3,191,250  

Shares issued in private placement offering (5)

     172,413  
  

 

 

 

Balance at December 31, 2016

     20,893,262  
  

 

 

 

 

 

(1) Underwritten public offering of our common stock at an offering price of $12.50 per share. Net proceeds of the offering were $8.6 million, which were used for general corporate purposes.
(2) Exchange of all outstanding preferred stock, including accrued but unpaid dividends.
(3) Shares sold in a private placement to one of our distributors. Net proceeds were used for general corporate purposes.
(4) Underwritten public offering of our common stock at an offering price of $5.25 per share. Net proceeds of the offering were $15.2 million, which were used to fund the cash portion of the TNT acquisition (see Note 3), pay down bank debt, and for general corporate purposes.
(5) Shares sold for $1.0 million in a private placement to one of our distributors. Net proceeds were used for general corporate purposes.

 

At December 31, 2016, 8,670,386 shares, or 42% of our outstanding shares, were owned by RVL and its affiliates.

Preferred Stock

We are authorized to issue up to 5,000,000 shares of preferred stock. On December 1, 2014, all outstanding shares of preferred stock were converted into common stock (the “Preferred Stock Exchange”). As such, there were no shares of preferred stock outstanding at both December 31, 2016 and 2015.