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EXCEL - IDEA: XBRL DOCUMENT - Turtle Beach CorpFinancial_Report.xls
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EX-23.1 - CONSENT - Turtle Beach Corpparametric_10k-ex2301.htm
EX-32.1 - CERTIFICATION - Turtle Beach Corpparametric_10k-ex3201.htm
EX-31.1 - CERTIFICATION - Turtle Beach Corpparametric_10k-ex3101.htm
EX-21.1 - SUBSIDIARIES - Turtle Beach Corpparametric_10k-ex2101.htm
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EX-31.2 - CERTIFICATION - Turtle Beach Corpparametric_10k-ex3102.htm
v2.4.0.6
8. Capital Stock
12 Months Ended
Sep. 30, 2012
Equity [Abstract]  
8. CAPITAL STOCK

 

Common Stock

The Company is authorized to issue 50,000,000 shares of common stock, $0.001 par value. At September 30, 2012 and 2011, the Company had 6,408,151 and 3,903,784 shares issued and outstanding, respectively. All common stock share and per share information herein have been adjusted to reflect retrospective application of the 1-for-5 reverse stock split effected March 21,2012, except for par value per share and the number of authorized shares, which were not affected by the reverse stock split.

 

Preferred Stock

The Company is authorized to issue 1,000,000 shares of preferred stock, $0.001 par value. The Company is authorized under its certificate of incorporation and bylaws to issue the shares of preferred stock without any further action by the stockholders. The board of directors has the authority to divide any and all shares of preferred stock into series and to fix and determine the relative rights and preferences of the preferred stock, such as the designation of series and the number of shares constituting such series, dividend rights, redemption and sinking fund provisions, liquidation and dissolution preferences, conversion or exchange rights and voting rights, if any. Issuance of preferred stock by the board of directors could result in such shares having dividend and or liquidation preferences senior to the rights of the holders of common stock and could dilute the voting rights of the holders of common stock.

 

Equity Transactions

 

Private Placement

On February 22, 2011, the Company entered into a Securities Purchase Agreement with existing institutional shareholders (considered related parties due to greater than 10% ownership) and entities affiliated with its two executive officers, pursuant to which the Company issued and sold for cash 400,000 shares of common stock at a purchase price of $2.50 per share. In connection with the financing, the Company also issued warrants exercisable for an aggregate of 400,000 shares of common stock at an exercise price of $3.75 per share. The warrants are exercisable until February 22, 2016. On September 30, 2011, entities affiliated with the two executive officers exercised 80,000 of the warrants for cash of $300,000.

 

In connection with the financing, the Company also entered into a registration rights agreement with the investors, pursuant to which the Company agreed to prepare, file and effect a registration statement covering the resale of the shares of common stock sold in the financing and the shares of common stock issuable upon the exercise of the warrants. The required registration statement became effective on March 28, 2011 and the Company agreed to use commercially reasonable efforts to maintain effectiveness. If the registration statement becomes ineffective other than for certain allowable periods, the Company will be obligated to pay liquidated damages to the purchasers in the amount of 1.5% of the invested amount for each 30-day period thereafter with the obligation terminating when the securities are sold or otherwise available for unrestricted sale. No obligations have been accrued as of September 30, 2012 or 2011 as the Company determined that a liability for any such penalties was not probable.

 

Warrant Exercises

On June 30, 2011 a total of 280,000 warrants issued in September 2010 were exercised at a price of $1.50 per share and the Company exercised its right to offset the $420,000 of proceeds against principal of 8% Subordinated Promissory Notes (“Notes”).  The warrants exercised included an aggregate 144,000 warrants held by the companies controlled by the Company’s President and its CFO, resulting in the reduction of the Note principal amounts held by these companies of $216,000.

 

As described above on September 30, 2011, entities affiliated with the two executive officers exercised 80,000 warrants for cash of $300,000.

 

Conversion of Subordinated Promissory Notes and Accrued Interest

On June 30, 2011, Notes with an outstanding principal balance of $250,000 plus related accrued interest of $37,674 were converted into an aggregate of 82,193 shares of common stock. The Notes and accrued interest converted included aggregate principal and accrued interest of $144,000 and $21,698, respectively, relating to Notes held by the companies controlled by the Company’s President and its CFO.

 

Secondary Public Offering

During March and April 2012 the Company completed a secondary public offering of 2,053,400 shares of common stock, at a price of $4.50 per share, for gross proceeds of $9.24 million. The net proceeds of the offering after deducting underwriting discounts and commissions and offering expenses was $8.0 million. In connection with the offering, the Company granted the underwriter warrants to purchase 205,339 shares of common stock at an exercise price of $5.625 per share. These warrants expire on March 21, 2017. The estimated fair value of these warrants was $622,729, as determined using the Black-Scholes methodology (assuming estimated volatility of 91% and 90%, risk-free interest rate of 0.89% and 0.87%, expected dividend yield of 0.0%). This amount was recorded as both an increase to additional paid in capital and as a non-cash issuance cost of the financing transaction.

 

Summary of Stock Purchase Warrants

The following table summarizes information on warrant activity during the years ended September 30, 2011 and 2012:

 

    Number     Average Purchase Price Per Share
Shares purchasable under outstanding warrants at October 1, 2010     280,000     $1.50
Stock purchase warrants issued     400,000     $3.75
Stock purchase warrants exercised     (360,000 )   $2.00
Shares purchasable under outstanding warrants at September 30, 2011     320,000     $3.75
Stock purchase warrants issued     205,339     $5.625
Stock purchase warrants exercised          
Shares purchasable under outstanding warrants at September 30, 2012     525,339     $4.48

 

The Company has outstanding share warrants as of September 30, 2012 as follows:

 

    Number of     Exercise Price    
Description   Common Shares     Per Share   Expiration Date
Stock Purchase Warrants (1)     320,000     $3.75   February 22, 2016
Stock Purchase Warrants     205,339     $5.625   March 21, 2017

 

  (1) warrants held by related parties.