Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 902K
2: EX-4.6 Description of Common Stock of the Registrant HTML 40K
3: EX-10 Business Financing Agreement HTML 213K
4: EX-21 Subsidiaries of the Registrant HTML 25K
5: EX-23.1 Consents of Experts and Counsel HTML 29K
6: EX-31 Certification Pursuant to Rule 13A-14(A)/15D-14(A) HTML 30K
Certifications Section 302 of the Sarbanes-Oxly
Act of 2002
7: EX-31 Certification Pursuant to Rule 13A-14(A)/15D-14(A) HTML 30K
Certifications Section 302 of the Sarbanes-Oxly
Act of 2002
8: EX-32.1 Certificate Pursuant to Section 18 U.S.C. Pursuant HTML 27K
to Section 906 of the Sarbanes-Oxley Act of 2002
57: R1 Document and Entity Information HTML 70K
28: R2 Consolidated Balance Sheets HTML 109K
38: R3 Consolidated Balance Sheets (Parenthetical) HTML 46K
88: R4 Consolidated Statements of Operations HTML 69K
58: R5 Consolidated Statement of Stockholders' Equity HTML 91K
29: R6 Consolidated Statements of Cash Flows HTML 154K
39: R7 Consolidated Statements of Cash Flows HTML 28K
(Parenthetical)
87: R8 Nature of Business HTML 29K
62: R9 Liquidity HTML 29K
85: R10 Significant Accounting Policies HTML 60K
60: R11 Loss Per Share Applicable to Common Stockholders HTML 33K
26: R12 Inventory HTML 30K
40: R13 Intangible Assets HTML 34K
86: R14 Leasehold Improvements and Equipment, Net HTML 33K
61: R15 Leases HTML 43K
27: R16 Line of Credit HTML 32K
41: R17 Deferred Revenue HTML 32K
89: R18 Income Taxes HTML 46K
59: R19 Related Party Transactions HTML 31K
21: R20 Contract Assets and Contract Liabilities HTML 38K
52: R21 Share-Based Compensation HTML 101K
83: R22 Stock Issuance and Conversion of Convertible Notes HTML 43K
76: R23 Warrants HTML 34K
22: R24 Commitments and Contingencies HTML 66K
53: R25 Business Segmentation and Geographical HTML 103K
Distribution
84: R26 Subsequent Events HTML 28K
77: R27 Significant Accounting Policies (Policies) HTML 115K
20: R28 Significant Accounting Policies (Tables) HTML 31K
55: R29 Loss Per Share Applicable to Common Stockholders HTML 32K
(Tables)
37: R30 Inventory (Tables) HTML 31K
24: R31 Intangible Assets (Tables) HTML 35K
64: R32 Leasehold Improvements and Equipment, Net (Tables) HTML 32K
91: R33 Leases (Tables) HTML 48K
36: R34 Deferred Revenue (Tables) HTML 30K
23: R35 Income Taxes (Tables) HTML 44K
63: R36 Related Party Transactions (Tables) HTML 31K
90: R37 Contract Assets and Contract Liabilities (Tables) HTML 37K
35: R38 Share-Based Compensation (Tables) HTML 99K
25: R39 Stock Issuance and Conversion of Convertible Notes HTML 35K
(Tables)
51: R40 Warrants (Tables) HTML 36K
18: R41 Commitments and Contingencies (Tables) HTML 33K
72: R42 Business Segmentation and Geographical HTML 133K
Distribution (Tables)
79: R43 Liquidity (Details Narrative) HTML 37K
50: R44 Significant Accounting Policies (Details) HTML 27K
17: R45 Significant Accounting Policies (Details 1) HTML 30K
71: R46 Significant Accounting Policies (Details HTML 30K
Narrative)
78: R47 Loss Per Share Applicable to Common Stockholders HTML 40K
(Details)
49: R48 Inventory (Details) HTML 37K
19: R49 Intangible Assets (Details) HTML 36K
33: R50 Intangible Assets (Details 1) HTML 42K
44: R51 Intangible Assets (Details Narrative) HTML 29K
93: R52 Leasehold Improvements and Equipment, Net HTML 47K
(Details)
65: R53 Leasehold Improvements and Equipment, Net (Details HTML 28K
Narrative)
34: R54 Leases (Details) HTML 43K
45: R55 Leases (Details 1) HTML 35K
94: R56 Leases (Details 2) HTML 51K
66: R57 Leases (Details 3) HTML 41K
32: R58 Leases (Details Narrative) HTML 34K
46: R59 Line of Credit (Details Narrative) HTML 29K
80: R60 Deferred Revenue (Details) HTML 29K
74: R61 Income Taxes (Details) HTML 49K
15: R62 Income Taxes (Details 1) HTML 67K
47: R63 Income Taxes (Details Narrative) HTML 37K
81: R64 Related Party Transactions (Details) HTML 34K
75: R65 Contract Assets and Contract Liabilities (Details) HTML 57K
16: R66 Share-Based Compensation (Details) HTML 36K
48: R67 Share-Based Compensation (Details 1) HTML 114K
82: R68 Share-Based Compensation (Details 2) HTML 55K
73: R69 Share-Based Compensation (Details 3) HTML 33K
69: R70 Share-Based Compensation (Details Narrative) HTML 31K
97: R71 Stock Issuance and Conversion of Convertible Notes HTML 51K
(Details)
43: R72 Stock Issuance and Conversion of Convertible Notes HTML 30K
(Details Narrative)
31: R73 Warrants (Details) HTML 56K
67: R74 Commitments and Contingencies (Details) HTML 28K
96: R75 Commitments and Contingencies (Details 1) HTML 37K
42: R76 Business Segmentation and Geographical HTML 70K
Distribution (Details)
30: R77 Business Segmentation and Geographical HTML 58K
Distribution (Details 1)
70: R78 Business Segmentation and Geographical HTML 32K
Distribution (Details 2)
95: R79 Business Segmentation and Geographical HTML 43K
Distribution (Details 3)
68: R80 Subsequent Events (Details Narrative) HTML 31K
56: XML IDEA XML File -- Filing Summary XML 175K
92: EXCEL IDEA Workbook of Financial Reports XLSX 91K
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‘EX-4.6’ — Description of Common Stock of the Registrant
The
following description summarizes the terms of our common stock.
Because it is only a summary, it does not contain all the
information that may be important to you. For a complete
description of the matters set forth in this “Description of
Common Stock,” you should refer to our amended and restated
certificate of incorporation, as amended, and bylaws, as amended,
which are included as exhibits to our Annual Report on Form 10-K,
and to the applicable provisions of the Delaware General
Corporation Law. Our amended and restated certificate of
incorporation, as amended, authorizes us to issue 150,000,000
shares of common stock, par value $0.001 per share.
Voting
Our
common stock is entitled to one vote for each share held of record
on all matters submitted to a vote of the stockholders, including
the election of directors, and does not have cumulative voting
rights. Accordingly, the holders of a majority of the shares of our
common stock entitled to vote in any election of directors can
elect all of the directors standing for election.
Dividends
The
holders of common stock are entitled to receive dividends, if any,
as may be declared from time to time by our board of directors out
of legally available funds.
Liquidation
In the
event of our liquidation, dissolution or winding-up, holders of our
common stock will be entitled to share ratably in the net assets
legally available for distribution to stockholders after the
payment of all of our debts and other liabilities.
Rights and Preferences
Holders
of our common stock have no preemptive, conversion or subscription
rights, and there are no redemption or sinking fund provisions
applicable to our common stock.
Our
amended and restated certificate of incorporation, as amended, and
our bylaws, as amended, contain certain provisions that could have
the effect of delaying, deterring or preventing another party from
acquiring control of us, and therefore could adversely affect the
market price of our common stock. These provisions and certain
provisions of Delaware General Corporation Law (the
“DGCL”), which are summarized below, may also
discourage coercive takeover practices and inadequate takeover
bids, and are designed, in part, to encourage persons seeking to
acquire control of us to negotiate first with our board of
directors. We believe that the benefits of increased protection of
our potential ability to negotiate more favorable terms with an
unfriendly or unsolicited acquirer outweigh the disadvantages of
potentially discouraging a proposal to acquire us.
-1-
Delaware Anti-Takeover Law
We are
subject to Section 203 of the DGCL
(“Section 203”). Section 203 generally
prohibits a public Delaware corporation from engaging in a
“business combination” with an “interested
stockholder” for a period of three years following the time
that such stockholder became an interested stockholder,
unless:
●
prior to such time
the board of directors of the corporation approved either the
business combination or the transaction which resulted in the
stockholder becoming an interested stockholder;
●
upon consummation
of the transaction which resulted in the stockholder becoming an
interested stockholder, the interested stockholder owned at least
85% of the voting stock of the corporation outstanding at the time
the transaction commenced, excluding for purposes of determining
the voting stock outstanding (but not the outstanding voting stock
owned by the interested stockholder) those shares owned (i) by
persons who are directors and also officers and (ii) employee
stock plans in which employee participants do not have the right to
determine confidentially whether shares held subject to the plan
will be tendered in a tender or exchange offer; or
●
at or subsequent to
such time the business combination is approved by the board of
directors and authorized at an annual or special meeting of
stockholders, and not by written consent, by the affirmative vote
of at least 66 2/3% of the outstanding voting stock which is not
owned by the interested stockholder.
Section 203
defines a business combination to include:
●
any merger or
consolidation involving the corporation and the interested
stockholder;
●
any sale, transfer,
pledge or other disposition involving the interested stockholder of
10% or more of the assets of the corporation;
●
subject to
exceptions, any transaction that results in the issuance or
transfer by the corporation of any stock of the corporation to the
interested stockholder;
●
subject to
exceptions, any transaction involving the corporation that has the
effect of increasing the proportionate share of the stock of any
class or series of the corporation beneficially owned by the
interested stockholder; and
●
the receipt by the
interested stockholder of the benefit of any loans, advances,
guarantees, pledges or other financial benefits provided by or
through the corporation.
In
general, Section 203 defines an interested stockholder as any
entity or person beneficially owning 15% or more of the outstanding
voting stock of the corporation and any entity or person affiliated
with or controlling or controlled by the entity or
person.
Among
other things, our amended and restated certificate of
incorporation, as amended, and bylaws, as amended:
●
provide that the
authorized number of directors may be changed only by resolution of
our board of directors;
●
provide that
directors may be removed with or without cause by the holders of at
least a majority of the voting power of all of our then-outstanding
shares of the capital stock then entitled to vote;
●
provide that all
vacancies, including newly created directorships, may, except as
otherwise required by law, be filled by the affirmative vote of a
majority of directors then in office, even if less than a
quorum;
●
provide that
stockholders seeking to present proposals before a meeting of
stockholders or to nominate candidates for election as directors at
a meeting of stockholders must provide advance notice in writing,
and also specify requirements as to the form and content of a
stockholder’s notice;
●
do not provide for
cumulative voting rights (therefore allowing the holders of a
majority of the shares of common stock entitled to vote in any
election of directors to elect all of the directors standing for
election, if they should so choose); and
●
provide
that the Court of Chancery of the State of Delaware will be the
sole and exclusive forum for (i) any derivative action or
proceeding brought on our behalf, (ii) any action asserting a
claim of breach of a fiduciary duty owed by any of our directors or
officers to our company or our stockholders, (iii) any action
asserting a claim against our company arising pursuant to any
provision of the Delaware General Corporation Law or our amended
and restated certificate of incorporation or Bylaws, or
(iv) any action asserting a claim against our company governed
by the internal affairs doctrine; provided that this choice of
forum provision does not apply to suits brought to enforce a duty
or liability created by the Securities Act of 1933, as amended, or
the Securities Exchange Act of 1934, as amended, or any other claim
for which the federal courts have exclusive
jurisdiction.
The
amendment of any of these provisions would require the affirmative
vote of the holders of at least a majority of the voting power of
all of our then outstanding common stock.
The
provisions of the DGCL and the provisions of our amended and
restated certificate of incorporation, as amended, and bylaws, as
amended, could have the effect of discouraging others from
attempting hostile takeovers and, as a consequence, they might also
inhibit temporary fluctuations in the market price of our common
stock that often result from actual or rumored hostile takeover
attempts. These provisions might also have the effect of preventing
changes in our management. It is possible that these provisions
could make it more difficult to accomplish transactions that
stockholders might otherwise deem to be in their best
interests.
Transfer Agent and Registrar
The
transfer agent and registrar for our common stock is Computershare
Inc.
Listing on The Nasdaq Capital Market
Our
common stock is listed on The Nasdaq
Capital Market under the symbol
“CDXC”.
