Common stock

3 Months Ended

Mar. 31, 2013

Common stock

Common stock

5. Common stock

On March 28, 2012, the Company effected a Reverse Stock Split of the outstanding shares of the Company’s common stock at a ratio of one share for every 2.023 shares outstanding, so that every 2.023 outstanding shares of Common Stock before the Reverse Stock Split represented one share of Common Stock after the Reverse Stock Split. All information in these financial statements has, unless otherwise indicated, been retroactively adjusted for all periods presented to give effect to the Reverse Stock Split.

On August 13, 2012, the Company issued and sold in a private placement an aggregate of 897,554 shares of common stock at a price per share of $5.50 resulting in net proceeds of $4,039,000.  As a result of the completion of the private placement, on August 13, 2012, the Company’s Series A Preferred Stock and Series B Preferred Stock automatically converted into shares of common stock. Each share of Series A Preferred Stock converted into common stock on a one-for-2.023 basis, into a total of 3,064,753 shares of common stock, and each share of Series B Preferred Stock converted into common stock on a one-for-one basis, into a total of 6,770,563 shares of common stock.

In connection with the private placement, the Company agreed to file a registration statement (the “Resale S-1”) covering the resale of the 6,770,563 shares of common stock issued upon conversion of Series B Preferred Stock and the 897,554 shares of common stock issued and sold in the private placement. The Company filed the resale S-1 covering the resale of the 7,630,683 shares of common stock on August 29, 2012 and it was declared effective on September 13, 2012.

On August 13, 2012, the Company amended its certificate of incorporation and by-laws to divide the Company’s board of directors into three classes with staggered three year terms. In addition, the Company’s restated certificate of incorporation and amended and restated by-laws now provide that directors may be removed only for cause and only by the affirmative vote of the holders of 75% of the shares of capital stock present in person or by proxy and entitled to vote. Under the Company’s restated certificate of incorporation and amended and restated by-laws, any vacancy on the board of directors, including a vacancy resulting from an enlargement of the board of directors, may be filled only by vote of a majority of directors then in office. Furthermore, the restated certificate of incorporation provides that the authorized number of directors may be changed only by the board of directors.

In March 2013, the Company issued and sold in a private placement an aggregate of 3,888,880 shares of its common stock to investors at $9.00 per share.  The private placement resulted in $32,652,000 of net proceeds.  Related legal and accounting fees for the private placement were recorded as an offset to additional paid-in capital. In connection with the private placement, the company agreed to file a registration statement covering the resale of all such shares.

The Company has reserved the following shares of common stock for the potential exercise of stock options and issuance of shares upon vesting of restricted stock units:

	March 31, 2013	December 31, 2012
Outstanding stock options and outstanding restricted stock units	2,663,595	1,410,461