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Need help with a Stock Warrant?
Stock warrants are an excellent way to attract top investors without diluting your company’s publicly traded shares. However, legal and financial implications surround them, including tax treatment, timing, and terms. A well-drafted stock warrant will protect your economic interests while ensuring that you present a sensible agreement to prospective investors
The article below outlines the least you should know about stock warrants:
What is a Stock Warrant?
Stock warrants are securities instruments issued by companies that trade on the stock exchange. The stock warrant holder, typically an investor, has the right to trade at a specific strike price before a previously agreed-upon expiration date. If the investor doesn’t exercise their stock warrant rights, they no longer have the right to use them.
There are three types of stock warrants:
- Call warrants
- Put warrants
- Sell warrants
All three types have expiration dates and strike prices. There are several degrees of value and risk, including traditional, naked, wedded, and covered warrants.
It’s worth noting that warrants do not imply actual stock ownership. Instead, they give investors the right to purchase them at the stated strike price in the future.
Here is an article that further defines stock warrants.
How Do Stock Warrants Work?
Stock warrants give investors the right to purchase company stock at a future date. Essentially, you offer stock warrant shares to investors at a price much lower than the current market value. However, you do not issue the shares at the time of presenting the stock warrant.
Instead, your stock warrant acts as a promise to uphold the strike price upon the investor’s discretion to exercise their call rights. They must exercise their rights before the strike date for them to retain or generate value. Upon exercising these rights, the company holds a duty of honor and upholds the original agreement.
Examples of How Stock Warrants Work
The most practical way to understand how stock warrants work is through a concrete example as described below:
- Tena Co. trades stocks at $10 per share in January 2021
- Tena Co. lists the strike price at $15 per share, an expiration date of January 1, 2026, and a warrant price of $1
- Terry Blakely, an investor, receives 100 shares at the time of investing
- Terry decides to exercise their stock warrants at some point
- At the time of exercise, Tena’s stock is $15 per share
- Terry pays $100 to receive their 100 shares
- Terry’s stocks are worth $1,500 due to market value
- Terry’s net gains are $1,400
- All stock warrants that go unexercised after January 1, 2021 are no longer eligible for trades
This article features an example of a stock warrant.
What Happens When a Stock Warrant is Called?
A holder has the right to buy a stock at the strike price when a stock warrant is called. This outcome contrasts with another type of transaction where the stock warrant is sold at that same price. Sell warrants permit the holder to sell their stocks at the strike price if the market value falls below it.
Calling a stock warrant is a bit of a strategic decision on behalf of the holder. As company stock prices rise, so does the value of the stock warrant. However, investors must also consider the expiration date and timing of their call within that period.
Stock Warrants vs. Stock Options
Stock warrants are similar to stock options, but they differ in a few key ways. The most crucial difference between stock warrants and stock options is that the company issues stock warrants, while traders on the secondary market issue stock options.
Here are a few other key differences between stock warrants vs. stock options:
You may only trade existing market shares with stock options. When exchanged, the company doesn’t receive any proceeds from the transaction due to the lower strike price offered initially. However, the company didn’t have to dilute its shares, which lowers a stock’s value.
Stock warrants commonly last between five and fifteen years and can be better for long-term investments. Stock options typically exist for a few months or years, have more significant restrictions, and are better for short-term investments.
Stock warrants offer more flexibility than stock options. The stock warrant covers an unlimited number of shares, while stock options have a set number of shares issued.
Stock options and stock warrants differ in their tax treatment. Unlike stock options, stock warrants do not offer preferential tax treatments. Exercising stock warrants results in taxable income that amounts to the difference between the strike price and the share price, minus the cost basis.
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When Are Stock Warrants Used?
Companies generally offer stock warrants as a way to raise capital without reducing the value of their shares. However, they may offer them to investors for a variety of others reasons. Offering company stock at a discount can increase reliability without hurting the company’s bottom line.
Stock warrants are similar to restricted stock in the sense that they are often vested . Companies can offer investors stock warrants, restricted stock units, or a combination of the two. The strategy you implement will depend upon your industry, products or services, target market, and current market conditions.
When to Exercise Stock Warrants
The best strategy for exercising warrants is waiting until the company is financially stable and shortly after that. Doing so allows you to treat the income as long-term capital gains. If the company gets bought after exercise, investors could be looking at higher taxes that were previously avoidable.
Taxes & Stock Warrants – What To Know
It is normal for companies to offer stock warrants to attract new investors. However, it’s essential to keep in mind that they are taxed in the same manner as if they had received a stock option. Many investors fail to make this distinction, which can result in confusion and frustration down the road.
Consider the following if you receive or offer stock warrants to investors:
- The warrant’s exercise price should be equal to fair market value (FMV) on the date of grant to avoid Section 409A taxes
- FMV excess is taxed like regular income when exercising the warrant
- Investors need to withhold income and employment tax at the time of exercise
Another example can help us pull this concept into closer focus:
Example of Taxes & Stock Warrants
Let’s pretend that your company offered an investor 50 warrant stocks for $500. If that investor exercises a warrant with a strike price of $50 per share, then their total investment is $3,000. The market’s price on the exercise day is $75, which means that shares are now worth $3,750.
The difference is $750. Since the investor didn’t own the stock before exercising the warrants, the Internal Revenue Service (IRS) treats the amount as ordinary income rather than a long-term capital gains tax. The tax implications surrounding stock warrants should be discussed with a legal professional.
Get Help with Stock Warrants
Stock warrants have several terms and conditions that influence your company’s leadership as well as your bottom line. Securities lawyers have experience in helping companies like yours and possess a strong command of the laws surrounding this type of offering. Get help with stock warrants by working with a legal professional in your state today.
Meet some of our Stock Warrant Lawyers
Samantha has focused her career on developing and implementing customized compliance programs for SEC, CFTC, and FINRA regulated organizations. She has worked with over 100 investment advisers, alternative asset managers (private equity funds, hedge funds, real estate funds, venture capital funds, etc.), and broker-dealers, with assets under management ranging from several hundred million to several billion dollars. Samantha has held roles such as Chief Compliance Officer and Interim Chief Compliance Officer for SEC-registered investment advisory firms, “Of Counsel” for law firms, and has worked for various securities compliance consulting firms. Samantha founded Coast to Coast Compliance to make a meaningful impact on clients’ businesses overall, by enhancing or otherwise creating an exceptional and customized compliance program and cultivating a strong culture of compliance. Coast to Coast Compliance provides proactive, comprehensive, and independent compliance solutions, focusing primarily on project-based deliverables and various ongoing compliance pain points for investment advisers, broker-dealers, and other financial services firms.
Experienced General Counsel/Chief Legal Officer
Attorney Gaudet has worked in the healthcare and property management business sectors for many years. As an attorney, contract drafting, review, and negotiation has always been an area of great focus and interest. Attorney Gaudet currently works in Massachusetts real estate law, business and corporate law, and bankruptcy law.
Benjamin is an attorney specializing in Business, Intellectual Property, Blockchain, and Real Estate.
Ayelet G. Faerman knows what influencers mean to brands today. With experience as legal counsel for a beauty brand for over 5 years, and overseeing multiple collaborations, Ayelet has experienced the rise of influencer marketing. As the founder and managing partner of Faerman Law, PA her practice focuses on influencer relations including a specialization in contract negotiations.
I am a general practice lawyer with 21 years of experience handling a wide variety of cases, both civil and criminal
Melissa D. Goolsarran Ramnauth, Esq. is an experienced trial-winning trademark and business attorney. She has represented large businesses in commercial litigation cases. She now represents consumers and small businesses regarding federal trademarks, contracts, and more. Her extensive litigation knowledge allows her to prepare strong trademark applications and contracts to minimize the risk of future lawsuits.