the stockholders’ equity at such time; and
the trading volume of the Company’s Common Stock at such time.
Impact of the Reverse Stock Split, if Implemented
The primary purposeCompany’s Certificate of Incorporation, as previously corrected (the “Certificate of Incorporation”), currently authorizes the issuance of 150,000,000 shares of Class A Common Stock, par value $0.001 per share. On November 19, 2020, the Company had: 51,922,480 shares of Common Stock issued and outstanding, 4,510,338 shares of Common Stock issuable upon the exercise of outstanding options, 12,613,035 shares of Common Stock issuable upon the exercise of outstanding warrants, 22,461 shares of Common stock issuable upon settlement of restricted stock units and 2,790,857 shares of Common Stock reserved for future issuance under the Company’s 2018 Omnibus Incentive Plan.
As a matter of Delaware law, the implementation of a reverse stock split does not require a reduction in the total number of authorized shares. If the Company’s stockholders adopt and approve the Reverse Stock Split Certificate of Amendment and the reverse stock split is implemented by the Company, the authorized number of shares of the Company’s Common Stock would not be reduced by the reverse stock split ratio determined by the Board.
If approved and effected, the reverse stock split will automatically apply to all shares of the Company’s Common Stock, and each stockholder will own a reduced number of shares of the Company’s Common Stock. However, except for adjustments that may result from the treatment of fractional shares, as described below, or as a result of adjustments to the conversion prices of certain convertible securities, as described below, the reverse stock split will not affect any stockholder’s percentage ownership or proportionate voting power.
Based on the Company’s capitalization as of November 19, 2020, the principal effect of the reverse stock split (at a ratio between 1-for-5 and 1-for-35), not taking into account the treatment of fractional shares described under “—Procedure for Effecting the Reverse Stock Split—Treatment of Fractional Shares” below, would be that:
the number of shares of the Company’s Common Stock issued and outstanding would be reduced from 51,922,480 shares to between approximately 1,483,499 shares and 10,384,496 shares;
the number of shares of the Company’s Common Stock issuable upon the exercise of outstanding stock options would be reduced from 4,510,338 to between approximately 128,866 shares and 902,067 shares (and the respective exercise prices of the options would increase by a factor equal to the inverse of the split ratio);
the number of shares of the Company’s Common Stock issuable upon the exercise of outstanding warrants would be reduced from 12,613,035 to between approximately 360,372 shares and 2,522,607 shares (and the respective exercise prices of the warrants would increase by a factor equal to the inverse of the split ratio);
the number of shares of the Company’s Common Stock issuable upon the settlement of outstanding restricted stock units would be reduced from 22,461 to between approximately 641 shares and 4,492 shares;
the aggregate number of shares of the Company’s Common Stock reserved for issuance, in connection with future awards under the Company’s 2018 Omnibus Incentive Plan would be reduced from 2,790,857 to between approximately 79,738 shares and 558,171 shares;
the number of shares of the Company’s authorized Common Stock would remain unchanged at 150,000,000 shares;
the 10,000,000 shares of the Company’s authorized preferred stock would remain unchanged; and
the number of shares of the Company’s Common Stock that are authorized, but unissued and unreserved, would increase from 78,140,829 to between approximately 135,628,167 shares and 147,946,884 shares; and the par value of the Company’s Common Stock and preferred stock would remain unchanged at $0.001 per share, and, as a result, the stated capital attributable to Common Stock on the Company’s balance sheet would be reduced proportionately based on the reverse stock split ratio, the additional paid-in capital account would be credited with the amount by which the stated capital is reduced, and the per-share net income or loss and net book value of the Company’s Common Stock would be restated because there would be fewer shares of Common Stock outstanding.