Capital Stock Transactions
|12 Months Ended|
Mar. 31, 2020
|Capital Stock Transactions||
Capital Stock Transactions
There are 2,000,000 shares of Series A Convertible Preferred Stock, $0.0001 par value per share (“Series A”), authorized and 100,000 shares issued and outstanding, which are currently convertible into 20,000 shares of common stock. The Series A holders are entitled to: (1) vote on an equal per share basis as common stock, (2) dividends paid to the common stock holders on an as-if-converted basis and (3) a liquidation preference equal to the greater of $10 per share of Series A (subject to adjustment) or such amount that would have been paid to the common stock holders on an as-if-converted basis.
Common Stock and Warrants
For the years ended March 31, 2020 and 2019, the Company issued 2,279,747 and 524,817 shares, respectively, of common stock for the exercise of employee options.
For the years ended March 31, 2020 and 2019, the Company issued 0 and 4,446,265 shares, respectively, of common stock to the holders of the Notes in exchange for the extinguishment of the Notes. See Notes "Debt" and "Fair Value Measurements" for more details.
In September 2016, in connection with the issuance of the Notes, the Company issued 250,000 and 4,105,600 warrants to the initial purchaser and holders of the Notes, respectively. The warrants were immediately exercisable on the date of issuance at an initial exercise price of $1.364 per share and set to expire on September 23, 2020. The exercise price is subject to proportional adjustment for adjustments to outstanding common stock and anti-dilution provisions in case of dividends or distributions, stock split or combination, or if the Company issues or sells shares of common stock at a price per share less than the conversion price on the trading day immediately preceding such issuance of sale. See Note "Fair Value Measurements" for more details.
For the years ended March 31, 2020 and 2019, the Company issued 3,283,090 and 333,924 shares, respectively, of common stock to the holders of these warrants upon exercise.
The following table provides activity for warrants issued and outstanding during the year ended March 31, 2020:
Restricted Stock Agreements
From time to time, the Company enters into restricted stock agreements (“RSAs”) with certain employees and consultants. The RSAs have performance conditions, market conditions, time conditions, or a combination thereof. In some cases, once the stock vests, the individual is restricted from selling the shares of stock for a certain defined period, from three months to two years, depending on the terms of the RSA. As reported in our Current Reports on Form 8-K filed with the SEC on February 12, 2014 and June 25, 2014, the Company adopted a Board Member Equity Ownership Policy that supersedes any post-vesting lock-up in RSAs that are applicable to people covered by the policy, which includes the Company’s Board of Directors and Chief Executive Officer.
During the years ended March 31, 2020 and 2019, the Company issued 75,493 and 306,655 restricted shares, respectively, to its directors for services. The shares vest over 1 year.
With respect to RSAs, during the years ended March 31, 2020, 2019, and 2018, the Company expensed $424, $380, and $323 related to time condition RSAs, respectively. As of March 31, 2020, 37,746 shares remain unvested.
During the years ended March 31, 2020 and 2019, the Company entered into restricted stock units (RSU) agreements with certain officers of the Company to issue 109,416 and 232,558 shares of common stock, respectively, upon vesting. As of March 31, 2020, 67,830 RSUs related to these agreements were vested and an equivalent number of shares of commons stock were issued.
The following is a summary of restricted stock awards and activities for all vesting conditions for the years ended March 31, 2020 and 2019, respectively:
All restricted shares, vested and unvested, cancellable and not cancelled, have been included in the outstanding shares as of March 31, 2020.
At March 31, 2020 and March 31, 2019, there was $140 and $144, respectively, of unrecognized stock-based compensation expense, net of estimated forfeitures, related to unvested restricted stock awards expected to be recognized over a weighted-average period of approximately 0.34 and 0.34 years, respectively.
The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef