Annual report pursuant to Section 13 and 15(d)

Note 19 - Series B, C, D Convertible Voting Perpetual Preferred Stock and Warrants

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Note 19 - Series B, C, D Convertible Voting Perpetual Preferred Stock and Warrants
12 Months Ended
Mar. 25, 2017
Notes to Financial Statements  
Preferred Stock [Text Block]
19
Series B, C, D Convertible Voting Perpetual Preferred Stock and Warrants
 
On
November 10, 2011,
the Company received
$2,199,000
in cash proceeds from Alara Capital AVI II, LLC, a Delaware limited liability company (the “Investor”), an investment vehicle sponsored by Active Value Investors, LLC, under a Securities Purchase Agreement entered into on
October 31, 2011.
Under the terms of the Securities Purchase Agreement, the Company issued
9,997
shares of its Series B Convertible Voting Perpetual Preferred Stock (“Series B Preferred Stock”) to the Investor at a price of
$220
per share. The Company has recorded
$2.0
million as Series B Preferred Stock on the consolidated balance sheet which is net of stock offering costs of approximately
$202,000
and represents the value attributable to both the convertible preferred stock and warrants issued to the Investor. After considering the value of the warrants, the effective conversion price of the preferred stock was greater than the common stock price on date of issue and therefore
no
beneficial conversion feature was present.
 
On
February 19, 2013,
the Company entered into a Securities Purchase Agreement pursuant to which it agreed to sell
3,424.65
shares of its Series C Convertible Voting Perpetual Preferred Stock (“Series C Preferred Stock”) to the Investor, for aggregate consideration of
$500,000,
which is approximately
$146.00
per share. The Company has recorded
$457,000
as Series C Preferred Stock on the consolidated balance sheet, which is net of stock offering costs of approximately
$43,000.
As part of this transaction, the Company and the Investor agreed to reduce the number of shares exercisable under the previously issued warrant, and after considering the reduction in the value of the warrant, the effective conversion price of the preferred stock was greater than the common stock price on the date of issue and therefore
no
beneficial conversion feature was present.
 
On
July 8, 2013
the Company received
$817,000
in net cash proceeds from the Investor under a Securities Purchase Agreement. The Company sold to the Investor
5,111.86
shares of its Series D Convertible Voting Perpetual Preferred Stock (Series D Preferred Stock) and a warrant to purchase up to
511,186
additional shares of common stock at the price of
$1.43
per share. The allocation of the
$858,000
in gross proceeds from issuance of Series D Preferred Stock based on the relative fair values resulted in an allocation of
$498,000
(which was recorded net of
$41,000
of issuance costs) to Series D Preferred Stock and
$360,000
to Common Stock. In addition, because the effective conversion rate based on the
$498,000
allocated to Series D Preferred Stock was
$0.97
per common share which was less than the Company’s stock price on the date of issuance, a beneficial conversion feature was present at the issuance date. The beneficial conversion feature totaled
$238,000
and was recorded as a reduction of common stock and an increase to accumulated deficit.
 
Each share of Series B, Series C and Series D Preferred Stock is convertible into
one hundred
shares of the Company’s common stock. In connection with the preferred stock issuance described above, the Company issued to the investor warrants to purchase a total of
1,017,405
common shares at an exercise price of
$1.43
per share. These warrants were exercised in
February 2015,
and
May 2015.
The Company received funds from Alara in separate closings dated
February 16, 2015
and
February 23, 2015.
Alara exercised a total of
1,002,818
of its existing Series C and Series D warrants to purchase common shares, all of which had an exercise price of
$1.43
per share for total cash proceeds of
$1,434,000,
which was recorded net of
$42,000
of stock issuance costs. As part of the consideration for this exercise, the Company sold to Alara
two
new warrants to purchase an additional
898,634
and
194,437
common shares at an exercise price of
$1.78
and
$1.76
per share, respectively, for a total purchase price of
$137,000
or
$0.125
per share. The new warrants have a term of
five
years and
may
be paid in cash or through a cashless net share settlement. The Company and Alara amended the remaining
14,587
warrants as part of the
February
closings. On
May 14, 2015,
Alara exercised the remaining
14,587
warrants by acquiring
7,216
of shares of the Company’s common stock through a cashless net share settlement.
 
The table below present information for the periods ended
March 25, 2017
and
March 26, 2016:
 
Preferred Stock
 
As of
March 25, 2017
and
March 26, 2016
 
   
Designated
   
Shares
   
Shares
Liquidation
Preference
 
   
Shares
   
Issued
   
Outstanding
   
(in thousands)
 
Series B
   
10,000.00
     
9,997.00
     
9,997.00
    $
2,309
 
Series C
   
3,500.00
     
3,424.65
     
3,424.65
     
500
 
Series D    
6,000.00
     
5,111.86
     
5,111.86
     
731
 
Total    
19,500.00
     
18,533.51
     
18,533.51
    $
3,540