Annual report pursuant to Section 13 and 15(d)

Subsequent Events

Subsequent Events
12 Months Ended
Dec. 31, 2016
Subsequent Events [Abstract]  
Subsequent Events

16.      Subsequent Events


The Company has evaluated subsequent events through the date which the consolidated financial statements were available to be issued.


Investment Agreement


On February 7, 2017, the Company entered into a Stock Purchase Agreement with Johnson Controls pursuant to which the Company issued and sold to two wholly-owned subsidiaries of Johnson Controls International plc, (“Johnson Controls”), 939,005 shares of its common stock at $11.33 per share for the gross proceeds of approximately $10.6 million. The Stock Purchase Agreement includes customary representations, warranties, and covenants by Johnson Controls and us, and an indemnity from the Company in favor of Johnson Controls.


In connection with the investment transactions, the Company also entered into an Investors Rights Agreement dated February 7, 2017 with Johnson Controls pursuant to which the Company granted Johnson Controls customary demand and piggyback registration rights, limited board observation rights and limited preemptive rights allowing Johnson Controls the right to purchase its proportional share of certain future equity issuances by the Company. The Investor Rights Agreement also provides that the Company must make certain payments as liquidated damages to Johnson Controls if it fails to file the registration statement within 20 days of the close of the investment or if Rule 144 under the Securities Act of 1933 (“Securities Act”) should become unavailable for the resale of the common shares. All of the Johnson Control shares were included in the Form S-3 Registration Statement filed with the Securities and Exchange Commission on February 27, 2017. The board observation and preemptive rights shall expire on the earlier of (i) such time as Johnson Controls no longer owns 50% of the acquired shares or (ii) the termination of both the Tolling/Lead Purchase Agreement and Equipment Supply Agreement.


The investment transaction with Johnson Controls closed on February 7, 2017. There were no sales commissions paid by us in connection with the sale of our common shares to Johnson Controls.


Warrants exercised


Subsequent to December 31, 2016 through the date of this report, 515,434 shares have been issued pursuant to cashless warrant exercises as detailed below. Generally, the warrants specify using the preceding five-day average of closing prices for the Company’s common stock in the calculation of common stock to be issued pursuant to a cashless exercise.


    Average closing     Exercise     Warrant     Shares  
Date   market price     Price     Exercised     Issued  
2/10/2017   $ 11.016     $ 0.0034375       392,728       392,605  
2/13/2017   $ 13.062     $ 3.00       25,119       19,349  
2/13/2017   $ 13.062     $ 6.00       72,420       39,154  
2/15/2017   $ 16.768     $ 6.00       65,177       41,856  
2/16/2017   $ 16.768     $ 6.00       35,000       22,470  
                      590,444       515,434