Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Equity Transactions

v3.8.0.1
Equity Transactions
12 Months Ended
Dec. 31, 2017
Equity [Abstract]  
Equity Transactions

Note O – Equity Transactions

Restricted Stock Issued to Ascend Genomics

As discussed in Note E, the Company issued 450,000 shares of restricted common stock as consideration for the purchase of a customer list in August 2017.  The restriction prohibits Ascend from registering and trading the shares for a period of six months from the issuance date.

Common Stock Issued to GE Medical

As discussed in Note D, on December 30, 2015, the Company issued 15,000,000 shares of common stock as consideration for the acquisition of Clarient.  The common stock includes restrictions imposed on the holder in the Investor Board Rights, Lockup and Standstill Agreement. 

Preferred Stock Issued to GE Medical

As discussed in Note D, on December 30, 2015 the Company issued 14,666,667 shares of Series A Preferred Stock as consideration for the acquisition of Clarient.  In 2016, the Company redeemed 8,066,667 shares of the Series A Preferred Stock outstanding leaving a balance of 6,600,000 shares outstanding as of December 31, 2016.  In 2017, the Company issued 264,000 additional shares of Preferred Stock as a PIK dividend resulting in a balance of 6,864,000 shares outstanding as of December 31, 2017.

Restricted Stock Awards

On May 25, 2017, the Company granted each of the six independent directors of the Board of Directors of the Parent (the “Board”); 8,667 shares of restricted common stock.  Such restricted common stock vests ratably over each of the subsequent three quarters so long as the director continues to serve as a member of the Board.  The fair market value of each grant of restricted common stock on the award date was deemed to be $63,009 or $7.27 per share, which was the closing price of Parent’s common stock on the day before the grant was approved by the compensation committee of the Board.   In addition, the compensation committee of the Board approved 320,709 shares of restricted stock to be granted to other executives. The fair market value of share of restricted common stock on the award date was deemed to be $7.27.

On July 28, 2016, the Company granted each of the six independent directors of Parent 5,072 shares of restricted common stock.  Such restricted common stock vests ratably over each of the subsequent three quarters so long as the director continues to serve as a member of the Board.  The fair market value of each grant of restricted common stock on the award date was deemed to be $46,257 or $9.12 per share, which was the closing price of Parent’s common stock on the day before the grant was approved by the compensation committee of the Board.

On April 20, 2016, the Company granted each of six independent directors of Parent 2,150 shares of restricted common stock.  Such restricted common stock vests ratably over each of the subsequent four quarters so long as the director continues to serve as a member of the Board.  The fair market value of each grant of restricted common stock on the award date was deemed to be $15,050 or $7.00 per share, which was the closing price of Parent’s common stock on the day before the grant was approved by the compensation committee of the Board.

On June 16, 2015, the Company granted each of the two newly elected independent directors of Parent 1,560 shares of restricted common stock.  Such restricted common stock vests ratably over each of the subsequent three quarters so long as the director continues to serve as a member of the Board.  The fair market value of each grant of restricted common stock on the award date was deemed to be $9,079 or $5.82 per share, which was the closing price of Parent’s common stock on the day before the grant was approved by the compensation committee of the Board.

On April 16, 2015, the Company granted each of the four independent directors of Parent each 2,080 shares of restricted common stock.  Such restricted common stock vests ratably over each of the subsequent three quarters so long as the director continues to serve as a member of the Board.  The fair market value of each grant of restricted common stock on the award date was deemed to be $10,025 or $4.82 per share, which was the closing price of Parent’s common stock on the day before the grant was approved by the compensation committee of the Board.

The number and weighted average grant date fair values of restricted non-vested common stock at the beginning and end of 2017, 2016 and 2015, as well as stock awards granted, vested and forfeited during the year are as follows:

 

 

 

Number

of

Restricted

Shares

 

 

Weighted

Average

Grant Date

Fair Value

 

Nonvested at December 31, 2014

 

 

128,375

 

 

$

3.06

 

Granted in 2015

 

 

11,440

 

 

 

5.08

 

Vested in 2015

 

 

(12,820

)

 

 

4.56

 

Forfeited in 2015

 

 

 

 

 

 

Nonvested at December 31, 2015

 

 

126,995

 

 

 

3.10

 

Granted in 2016

 

 

43,332

 

 

 

8.49

 

Vested in 2016

 

 

(33,083

)

 

 

8.13

 

Forfeited in 2016

 

 

 

 

 

 

Nonvested at December 31, 2016

 

 

137,244

 

 

 

3.59

 

Granted in 2017

 

 

372,711

 

 

 

7.27

 

Vested in 2017

 

 

(182,744

)

 

 

4.50

 

Forfeited in 2017

 

 

 

 

 

 

Nonvested at December 31, 2017

 

 

327,211

 

 

 

7.27