Securities Exchange
The shares of our common stock are listed on the NYSE under the symbol JILL.
Preferred Stock
Our board of directors may, by a
majority vote, issue, from time to time, up to an aggregate of 50,000,000 shares of preferred stock in one or more series and fix or alter the designations, preferences, rights and any qualifications, limitations or restrictions of the shares of
each such series thereof, including the dividend rights, dividend rates, conversion rights, voting rights, terms of redemption (including sinking fund provisions), redemption prices, liquidation preferences and the number of shares constituting any
series or designations of such series Our board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of common stock. The issuance of
preferred stock, while providing flexibility in connection with possible future financings and acquisitions and other corporate purposes could, under certain circumstances, have the effect of delaying, deferring or preventing a change in control of
us and might affect the market price of our common stock.
Warrants
In connection with our entry into the subordinated term loan facility (the Subordinated Facility and, the lenders thereunder, the
Subordinated Lenders), we have issued warrants exercisable for an aggregate of 3,820,748 shares of our Common Stock, after the effect of certain anti-dilution events (the Warrants), to the Subordinated Lenders pursuant to the
terms of a Warrant Agreement, dated October 2, 2020, with American Stock Transfer & Trust Company, LLC, as the warrant agent, of which 3,566,032 remain outstanding. Each Warrant entitles holders thereof to purchase one share of Common
Stock at an exercise price of $0.01 per share. The Warrants are exercisable for five years and expire on October 2, 2025.
There is no public trading
market for the Warrants and the Warrants are not listed for trading on NYSE or any other securities exchange or market. The Common Stock underlying the Warrants is traded on NYSE under the symbol JILL.
The Warrants are exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice and payment in full for
the number of shares of our Common Stock purchased upon such exercise, except in the case of a cashless exercise as discussed below. The number of shares of Common Stock issuable upon exercise of the Warrants is subject to adjustment in certain
circumstances, including a stock split of, stock dividend on, or a subdivision, combination or recapitalization of the Common Stock. If we effect a merger, consolidation, sale of substantially all of our assets, or other similar transaction, then,
upon any subsequent exercise of a Warrant, the Warrant holder will have the right to receive any shares of the acquiring corporation or other consideration it would have been entitled to receive if it had been a holder of the number of shares of
Common Stock then issuable upon exercise in full of the Warrant.
The exercise price per share is subject to adjustment for stock dividends,
distributions, subdivisions, combinations, or reclassifications, and for certain dilutive issuances.
The Warrants are separately transferable following
their issuance and through their expiration. Subject to applicable laws and restrictions, a holder may transfer a Warrant upon surrender of the Warrant to us with a completed and signed assignment in the form attached to the Warrant. The
transferring holder will be responsible for any tax liability that may arise as a result of the transfer.
The holder of a Warrant, solely in such
holders capacity as a holder of a Warrant, will not be entitled to vote, to receive dividends, or to any of the other rights of our stockholders.
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