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Preferred Stock
12 Months Ended
Dec. 31, 2014
Equity [Abstract]  
Preferred Stock

8. Preferred Stock

In February 2011, the Company issued a total of 11,000,000 shares of series A preferred stock at a price of $1.00 per share for gross proceeds of $11.0 million. In January and April 2012, the Company sold and issued 5,000,000 and 20,500,000 shares, respectively, of series A preferred stock at $1.00 per share for gross proceeds of $5.0 million and $20.5 million, respectively.

On December 4, December 6 and December 17, 2013, the Company issued and sold an aggregate of 7,203,845 shares of its series B preferred stock and accompanying warrants to purchase shares of its common stock to four of its stockholders, at a price per share of $1.75, for an aggregate purchase price of $12.6 million, consisting of $9.0 million in cash and $3.6 million for the conversion of the June 2013 Convertible Notes, including accrued interest. The warrants were initially exercisable at a price of $0.06 per share for an aggregate of 202,472 shares of Common Stock.

The Company assessed all terms and features of the series A and series B preferred Stock in order to identify any potential embedded features that would require bifurcation or any beneficial conversion features. As part of this analysis, the Company assessed the economic characteristics and risks of its preferred stock, including conversion and liquidation features, as well as dividend and voting rights. The Company determined that all features of the series A preferred stock are clearly and closely associated with an equity host, and do not require bifurcation as a derivative liability. The Company determined that the features of the series B preferred stock that are clearly and closely associated with an equity host do not require bifurcation as a derivative liability.

The Company allocated $7.6 million of the proceeds received to the series B preferred stock and $1.4 million to the warrants to purchase common stock based on the relative fair values of the instruments. The series B preferred stock fair value was determined utilizing a probability weighted expected return method. The fair value of the warrants was determined using the Black-Scholes option pricing model. The allocation resulted in an effective conversion price that was deemed beneficial to the holders based on the fair value of the common stock into which it could convert, and as such the Company recorded a beneficial conversion discount of $163,000. The Company accreted this discount on December 17, 2013, the earliest date the preferred stock could be converted, which resulted in an increase in net loss attributable to common stockholders for the year ended December 31, 2013 of $163,000, or $0.12 per common share.

On February 11, 2014, upon the closing of the IPO, all outstanding shares of preferred stock were automatically converted into 8,260,444 shares of common stock. Prior to the conversion of the series A preferred stock and series B preferred stock into common stock in February 2014, the rights, preferences, and privileges of series A and series B preferred stock were as follows:

Conversion

Shares of series A and series B preferred stock were convertible without payment of any additional consideration into such number of fully paid and non-assessable shares of common stock determined by dividing the original issuance price by the conversion price in effect at the time. The original conversion price was the original price, or $1.00 for series A preferred stock, and $1.75 for series B preferred stock, subject to adjustments to reflect the issuance of common stock, options, warrants, or other rights to subscribe for or to purchase common stock for a consideration per share, less than the conversion price then in effect and subsequent stock dividends, stock splits, combinations, or recapitalizations.

Conversion was at the option of the holders of series A and series B preferred stock, although conversion was automatic upon the earlier of the consummation of an IPO resulting in gross proceeds to the Company of at least $30 million and at a price of at least $5.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the common stock) of common stock or the vote or written consent of 80% of outstanding shares of series A preferred stock.

Dividends

Holders of the series A and series B preferred stock were entitled to receive, before any cash is paid out or set aside for any common stock, dividends at the annual rate of 8% of the original purchase price per share, subject to adjustment for stock splits, dividends and similar events. The dividends were cumulative and were payable only when, and if, declared by the Board of Directors. No dividends have been declared since the Company’s inception.

Liquidation Preference

Holders of the series A and series B preferred stock had preference to the assets of the Company in the event of a liquidation or dissolution or winding-up of the Company, including a change in control, on a pari passu basis, equal to $1.00 and $1.75 per share for the series A and series B preferred stock, respectively, plus any accrued but unpaid dividends, whether or not declared, plus any dividends declared but unpaid thereon. After the payment of the preference amounts to the holders of the series A and series B preferred stock, the remaining assets of the Company were to be distributed among the holders of the series A and series B preferred stock and holders of common stock on a pro rata basis. However, if the aggregate amount which the holders of series A and series B preferred stock would have been entitled to receive exceeded $3.00 per share and $5.25 per share, respectively (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the common stock), each holder of series A preferred stock would have received the greater of $3.00 or $5.25 per share of series A or series B preferred stock, respectively, or the amount such holder would have received if all shares of series A and series B preferred stock had been converted into common stock immediately prior to such liquidation.

If the assets of the Company were insufficient to pay the full preferential amounts to the holders of the series A and series B preferred stock, the assets would have been distributed ratably among such holders in proportion to their aggregate liquidation preference amounts.

Voting Rights

Holders of the series A and series B preferred stock were entitled to vote as a single class with the holders of common stock and have one vote for each equivalent common share into which the series A and series B preferred stock were convertible. A vote of holders of 70% of the outstanding shares of series A and series B preferred stock was required in order to, among other things, amend the Company’s Certificate of Incorporation or Bylaws; authorize, issue or reclassify any capital stock of the Company unless the same ranks junior to the series A preferred stock with respect to liquidation, payment of dividends and redemption; increase the authorized shares of the Company’s preferred stock; and subject to specified exceptions, repurchase or redeem any capital stock of the Company. A vote of holders of 80% of the outstanding shares of series A and series B preferred stock was required in order to effect a liquidation, dissolution, sale or merger of the Company; sell or grant an exclusive license with respect to EBI-005; or authorize or issue additional shares of series A and series B preferred stock.