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Stockholders' equity
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3 Months Ended | ||||||||||||||||||||||||||||||
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Mar. 31, 2015
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| Notes to Financial Statements | |||||||||||||||||||||||||||||||
| Stockholders' equity |
Preferred Stock — The Company has authorized up to 5,000,000 shares of preferred stock, $0.001 par value per share, for issuance. In connection with the Merger Agreement with Discovery, the Company issued to Discovery’s security holders 1,000,000 shares of the Company’s Series B Convertible Preferred Stock (“Series B”). The Series B shares automatically converted into 205,083,086 shares of the Company’s common stock on March 3, 2015 as a result of the Company’s shareholders approving an increase in the number of the Company’s authorized common shares to 800,000,000.
In connection with the merger with RFS Pharma in November 2014, the Company created a new series of Series A Preferred Stock (“Series A”). The Series A shares automatically converted into 340,760,802 shares of the Company’s common stock on March 3, 2015 as a result of the Company’s shareholders approving an increase in the number of the Company’s authorized common shares to 800,000,000.
Common Stock — The Company has authorized up to 800,000,000 shares of common stock, $0.001 par value per share, and had 687,219,618 shares issued and outstanding as of March 31, 2015.
On March 25, 2015, the Company entered into binding Securities Purchase Agreements with each of its directors and a number of other accredited investors who agreed to purchase 16,304,350 shares of the Company’s common stock at $0.92 per share for a total of $15,000,000. The Company’s principal shareholders and two of its directors, Dr. Raymond Schinazi and Dr. Phillip Frost, each purchased $3,187,667 of common stock although Dr. Schinazi’s agreement was subject to the expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. As of March 31, 2015, the Company had received approximately $11,800,000 related to these sales of common stock. In April 2015, the Company was notified that there was an early termination of the Hart-Scott Rodino waiting period, and the Company received approximately $3,200,000 from Dr. Schinazi related to his purchase of these sales of common stock. See Note 11 for further information about this recent private placement.
Shares of common stock are reserved for future issuance as follows as of March 31, 2015 (in thousands):
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