I'm new to reading balance sheets. I'm doing research on a company and noticed on page 5 of their balance sheet a long list of shares issued and outstanding with "liquidation preference $0.0001 per share."

Is this normal, and what exactly does this imply? I'm assuming this doesn't mean 200,000,000 shares are going to be liquidated for a fraction of a cent each.

Also, if these shares were traded or bought, where on the balance sheet does it say what they were traded for, or how much was payed for them?

1 Answer 1


"Liquidation Preference" is a term borrowed from preferred equity, now applied to venture capital common equity.

Preferred equity traditionally was a tool for banks to lessen the threat of credit while still protect profits. Preferred equity, in the event of a liquidation such as a bankruptcy, is paid before common equity, the stocks most are familiar with; however, preferred equity does not share in the profits of the company, so its dividends are fixed. Further, preferred dividends may be suspended, but they must be first brought out of arrears until common shareholders can receive dividends and now buybacks.

Now, venture capitalists have made a new distinction: their shares share in the profits and dividends, but they have priority in the event of a liquidation and often incomplete dividend payments.

To get the details you desire, the 10-K has to be examined, and better yet, the 10-K from when these events are authorized by the board.

On February 6, 2014, the shareholders voted in favor of increasing the authorized number of common shares issuable from 50,000,000 to 200,000,000 as well as the number of preferred shares issuable from 5,000,000 to 50,000,000.

So the total authorized for sale is 200,000,000.

However, after inspection, it doesn't look like any of the common equity has liquidation preference, but the preferred equity is mostly convertible, which is far more common.

A convertible preferred is one that is structured in all ways like preferred equity but can be converted on demand into common equity much like a call option. The converter must pay for this privilege at the time of conversion.

Note 7 details all of the terms for each series of preferred shares.

As for liquidation preference, traditionally preferred shares are almost typically fully "secured" with a liquidation preference, so in the event of a liquidation, they will receive their invested capital before the common shareholders.

For convertible preferreds and venture capital common equity, the number is far lower because of all of the benefits presumably already accrued to those types of shares such as being able to convert or sharing in the profits.

It should be noted that the price to call shares for a convertible preferred is normally at a very low bar and should be expected to dilute the common equity; however, Spherix appears to be struggling and has many legacy preferreds with what seem to be unachievable convertible prices such as $250 per share.

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