Authorized and Outstanding Capital Stock
Under our Amended and Restated Articles of Incorporation, our authorized capital stock consists of 1,000,000,000 shares of common stock, par value $0.01 per share, of which 177,351,369 shares (excluding treasury stock) are issued and outstanding as of April 7, 2017 and 500,000,000 shares of preferred stock, par value $0.01 per share, of which 100,000,000 shares have been designated as Series A Convertible Preferred Stock, 10,000,000 as Series A Participating Preferred Stock, 100,000,000 shares have been designated as Series B Convertible Preferred Stock, 10,000 shares have been designated as Series C Convertible Preferred Stock, 3,500,000 shares have been designated as Series D Preferred Stock, 50,000 shares have been designated as Series E-1 Convertible Preferred Stock, and 50,000 shares have been designated as Series E-2 Convertible Preferred Stock. As of April 7, 2017, there were 29,166 shares of Series D Preferred Stock outstanding, and no other preferred shares were issued and outstanding. All of our shares of stock are in registered form.
Description of Common Stock
Each share of our outstanding common stock entitles the holder to one vote on all matters submitted to a vote of stockholders. Subject to preferences that may be applicable to any outstanding shares of preferred stock, holders of shares of our common stock are entitled to receive ratably all dividends, if any, declared by our board of directors out of funds legally available for dividends. Holders of shares of our common stock do not have conversion, redemption or preemptive rights to subscribe to any of our securities. All outstanding shares of our common stock are fully paid and non-assessable. The rights, preferences and privileges of holders of shares of our common stock are subject to the rights of the holders of any preferred shares that may be outstanding. Shares of our stock are listed on Nasdaq under the symbol "DRYS."
On February 22, 2016, a committee of our board of directors determined to affect a 1-for-25 reverse stock split of shares of our common stock. The reverse stock split occurred, and shares of our common stock began trading on a split adjusted basis on Nasdaq as of the opening of trading on March 11, 2016.
On July 29, 2016, our board of directors determined to effect a 1-for-4 reverse stock split of shares of our common stock. The reverse stock split occurred, and shares of our common stock began trading on a split adjusted basis on Nasdaq as of the opening of trading on August 15, 2016.
On October 27, 2016, a committee of our board of directors determined to effect a 1-for-15 reverse stock split of shares of our common stock. The reverse stock split occurred, and shares of our common stock began trading on a split adjusted basis on Nasdaq as of the opening of trading on November 1, 2016.
On December 23, 2016, we entered into a common stock purchase agreement, or the 2016 Purchase Agreement, with Kalani Investments Limited, or the Investor. The 2016 Purchase Agreement provided that, upon the terms and subject to the conditions set forth therein, the Investor was committed to purchase up to $200.0 million worth of shares of our common stock over the 24-month term of the purchase agreement and would receive up to an aggregate of $1.5 million of shares of our common stock as a commitment fee in consideration for entering into the 2016 Purchase Agreement. As of January 31, 2017, we completed the sale to the Investor of the full $200.0 million worth of shares of our common stock under the 2016 Purchase Agreement, which then automatically terminated in accordance with its terms. Between the date of the 2016 Purchase Agreement, December 23, 2016, and January 30, 2017, we sold an aggregate 31,769,940 shares of our common stock to the Investor at an average price of approximately $6.30 per share.
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On January 18, 2017, our board of directors determined to effect a 1-for-8 reverse stock split of shares of our common stock. The reverse stock split occurred, and shares of our common stock began trading on a split adjusted basis on Nasdaq as of the opening of trading on January 23, 2017.
On February 17, 2017, we entered into a common stock purchase agreement, or the February 2017 Purchase Agreement, with the Investor. T he February 2017 Purchase Agreement provided that, upon the terms and subject to the conditions set forth therein, the Investor was committed to purchase up to $200.0 million worth of shares of our common stock over the 24-month term of the purchase agreement and receive up to an aggregate of $1.5 million of shares of our common stock as a commitment fee in consideration for entering into the February 2017 Purchase Agreement. As of March 17, 2017, we completed the sale to the Investor of the full $200.0 million worth of shares of our common stock under the February 2017 Purchase Agreement, which then automatically terminated in accordance with its terms . Between the date of the February 2017 Purchase Agreement, February 17, 2017, and March 16, 2017, we sold an aggregate 114,947,079 shares of our common stock to the Investor at an average price of approximately $1.74 per share, and issued an aggregate 854,631 common shares to the Investor as a commitment fee for entering into the February 2017 Purchase Agreement .
On April 3, 2017, we entered into a common stock purchase agreement, or the April 2017 Purchase Agreement, with the Investor. The April 2017 Purchase Agreement provides that, upon the terms and subject to the conditions set forth therein, the Investor is committed to purchase up to $226.4 million worth of shares of our common stock over the 24-month term of the purchase agreement and would receive up to an aggregate of $1.5 million of shares of our common stock as a commitment fee in consideration for entering into the April 2017 Purchase Agreement. Between the date of the April 2017 Purchase Agreement, April 3, 2017, and April 7, 2017, we sold an aggregate 35,692,576 shares of our common stock to the Investor at an average price of approximately $1.08 per share, and issued an aggregate 295,793 common shares to the Investor as a commitment fee for entering into the April 2017 Purchase Agreement. |
