FNJN is sitting on about $40 million in cash. As of May 8, 2017, there were 23,170,677 shares outstanding.
From an 8-K filed on June 20, 2017:
Item 1.01. Entry into a Material Definitive Agreement.
On June 15, 2017, Finjan Holdings, Inc. (“Finjan” or the “Company”) entered into a Series A-1 Preferred Stock Purchase Agreement (the “Purchase Agreement”) between the Company and Soryn HLDR Vehicle II LLC, a Delaware limited liability company (“Soryn HLDR”). Soryn HLDR was set up by Halcyon Long Duration Recoveries Management LP and its affiliates in partnership with Soryn Capital, LLC, an affiliate of Soryn IP Group, LLC. Pursuant to the Purchase Agreement, the Company agreed to issue to Soryn HLDR in a private placement (the “Private Placement”) an aggregate of 153,000 shares of the Company’s Series A-1 Preferred Stock (the “Shares”) at a purchase price of $100.00 per share, for aggregate proceeds of $15.3 million. The Company also agreed to issue to Soryn HLDR a common stock warrant (the “Warrant”), to purchase 2,000,000 shares of common stock, $0.0001 par value per share, of the Company (the “Common Stock”) at an exercise price of $3.18 per share, which Warrant has a term of three years. The closing occurred on June 19, 2017. The Company retained B. Riley & Company, LLC (“B. Riley”) as placement agent for the Private Placement and agreed to pay B. Riley a fee equal to the lesser of (i) $500,000 or (ii) 5.0% of the aggregate gross proceeds from the Private Placement, plus reimbursement of certain expenses.
The Company plans to use the proceeds from the Private Placement for general corporate purposes, including operations and working capital purposes. A portion of the proceeds may also be used to acquire or invest in intellectual property. Finally, Finjan is evaluating using up to $5 million of proceeds from the Private Placement in the implementation of a stock repurchase program, which if implemented by the Company’s Board of Directors, would seek to repurchase shares of the Company’s common stock from time to time in compliance with the rules and regulations of the Securities and Exchange Commission.
As set forth in the Certificate of Designation of Series A-1 Preferred Stock (the “Certificate of Designation”) filed with the Secretary of State of the State of Delaware in connection with the Private Placement, the Shares contain certain rights and preferences, optional and mandatory redemptive provisions and carrparticipation rights in certain of the Company’s revenue streams until the Shares are retired. Capitalized terms referenced below and not otherwise defined in this Current Report on Form 8-K shall have the meanings given them in the Certificate of Designation.
At any time, the Company can, at its option, redeem all or any portion of the Shares at the “Liquidation Value” then in effect. Liquidation Value means, with respect to any Share (as adjusted for any stock splits, stock dividends, recapitalizations or similar transaction with respect to the Series A-1 Preferred Stock), an amount equal to the lesser of:
(a) 2.8 times the Original Purchase Price; or
(b) the following: (i) from the Date of Issuance to December 16, 2017, 1.2375 times the Original Purchase Price; (ii) from December 16, 2017 to March 16, 2018, 1.3 times the Original Purchase Price; (iii) from March 16, 2018 to June 14, 2018, 1.34 times the Original Purchase Price; (iv) from June 14, 2018 to June 9, 2019, 1.575 times the Original Purchase Price; and (iv) thereafter, 1.575 times the Original Purchase Price plus 0.125 times the Original Purchase Price for every ninety day (90) period following June 9, 2019.
The holder of the Shares can require the Company to redeem Shares following the Company’s receipt of proceeds from litigation or licensing equal to the following: (i) for litigation proceeds (A) from the Date of Issuance until June 19, 2018, fifty percent (50%); (B) from June 19, 2018 until June 19, 2019, seventy percent (70%); and (C) on and after June 19, 2019, eighty percent (80%); and (ii) for licensing proceeds (A) from the Date of Issuance until June 19, 2018, twenty percent (20%); (B) from June 19, 2018 until June 19, 2019, thirty percent (30%); and (C) on and after June 19, 2019, forty percent (40%).
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