UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 18, 2015

 

 

MEDBOX, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Nevada		000-54928		45-3992444
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

600 Wilshire Blvd. Ste. 1500

Los Angeles, CA 90017

(Address of principal executive offices) (zip code)

(800)-762-1452

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 1.01. Entry into a Material Definitive Agreement.

Effective September 18, 2015, YA Global Master SPV, Ltd. (referred to in this prospectus supplement and in the Company’s prospectus dated June 11, 2015 (the “June 11 Prospectus”) as “the September 2014 Investor”), and the Company agreed, pursuant to a Supplemental Agreement and a September 2014 Warrant Amendment, to amend its September 2014 Warrants, to reduce the exercise price of the September 2014 Warrants to purchase an aggregate of 2,291,832 shares of Common Stock to six cents ($0.06) per share. Previously, before the September 18, 2015 amendment, the exercise price of our September 2014 Warrants varied from $5.544 to $0.43 per share and expired and expired between January 28, 2018 and June 12, 2018. Subject to the satisfaction of normal closing conditions, the September 18, 2015 amendment to the September 2014 Warrants provides that such warrants shall be exercised in full for cash at $0.06 per share within three (3) trading days of the filing with the Commission of this Current Report on Form 8-K and the prospectus supplement to the prospectus in substantially the form attached to this Report as Exhibit 99.1. Except for so reducing the exercise price for cash of the September 2014 Warrants and requiring their exercise in full within the three trading days specified above, no other changes to the September 2014 Warrants were made.

The Supplemental Agreement also amended the terms of the Purchase Agreement between the Company and the September 2014 Investor dated August 20, 2015 (the “August 2015 Purchase Agreement”) to provide the sale by the Company and the purchase by the September 2014 Investor of two additional tranches of Debentures. The Supplemental Agreement provides that the first tranche of $100,000 will close within two (2) trading days of the execution of the Supplemental Purchase Agreement and that the second tranche of $100,000 will close upon the filing of a Registration Statement on Form S-1 to register the common stock underlying the Debentures. The terms of the new Debentures are to be essentially identical to those of the Debentures sold pursuant to the August 2015 Purchase Agreement, as described in the Company’s Current Report on Form 8-K filed with the Commission on August 26, 2015), with the Company updating certain of its representations and warranties set forth in the August 2015 Purchase Agreement in connection with the sale of the new Debentures.

In connection with the sale of the new Debentures, the Company also agreed to issue to the September 2014 Investor three-year warrants applicable to each Debenture to purchase the number of shares of common stock of the Company determined by dividing the principal amount of the applicable Debenture by a “Reference Price.” The Reference Price is to be equal to 120% of the last reported closing price of the Company’s common stock on the applicable closing date of the sale of each tranche of new Debentures. The respective exercise prices of the new warrants is to be the Reference Price determined as aforesaid.

The registration rights agreed upon and applicable to the shares of our common stock issuable upon conversion of the new Debentures and underlying the new warrants are the same as those provided in the Registration Rights Agreement entered into in connection with the August 2015 Purchase Agreement and described in our current Report on Form 8-K filed with the Commission on August 26, 2015, pursuant to which the Company agreed to file a registration statement for the resale of shares of common stock issuable upon conversion of, or payable as interest on, the Debentures, and the common stock issuable upon exercise of the warrants, within 45 days of the closing date of the August 2015 Purchase Agreement, and to have such registration statements become effective within 120 days of the closing date of the Purchase Agreement.

The foregoing descriptions of the Supplemental Purchase Agreement and September 2014 Warrant Amendment are not complete and are qualified in their entirety by reference to the full text of the documents, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K.

This current report on Form 8-K is neither an offer to sell nor the solicitation of an offer to buy any securities. The amended warrants described above have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided under Item 1.01 of this report is incorporated by reference into this Item 2.03.

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Item 3.02 Unregistered Sales of Equity Securities

The information set forth under Item 1.01 is incorporated by reference into this Item 3.02.

Any issuances of securities to the September 2014 Investor in relation to the reduction the exercise price of the September 2014 Warrants were made by the Company in reliance upon the exemptions from registration under Section 3(a)(9) of the Securities Act of 1933, for securities exchanged by the issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange or under Section 4(2) of the Securities Act of 1933.

The offers, sales and issuances of the other securities described above were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act. The offers, sales and issuances of the securities that were deemed to be exempt in reliance upon Section 4(a)(2) were each transactions not involving any public offering, and the recipient of these securities was an accredited investor within the meaning of Rule 501 of Regulation D of the Securities Act who was acquiring the applicable securities for investment and not distribution and had represented that they could bear the risks of the investment. The recipient of securities in these transactions had adequate access, through employment, business or other relationships, to information about us.

No underwriters were involved in the foregoing issuances of securities.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit Number		Description
10.1		Supplemental Agreement, dated September 18, 2015 between the Company and the September 2014 Investor.
10.2		September 2014 Warrant Amendment, dated September 18, 2015.
99.1		Form of Prospectus Supplement No. 2.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

				MEDBOX, INC.
				/s/ Jeffrey Goh
				Jeffrey Goh
				President and Interim Chief Executive Officer
Date: September 18, 2015

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EXHIBIT INDEX

 

Exhibit Number		Description
10.1		Supplemental Agreement, dated September 18, 2015 between the Company and the September 2014 Investor.
10.2		September 2014 Warrant Amendment, dated September 18, 2015.
99.1		Form of Prospectus Supplement No. 2.

Exhibit 10.1

SUPPLEMENTAL AGREEMENT

This Supplemental Agreement (the “Agreement”), dated as of September 18, 2015, is entered into by and between Medbox, Inc., a Nevada corporation (the “Company”) and the YA Global Master SPV, Ltd. (the “Purchaser”).

BACKGROUND

 

(A)

On September 19, 2014, the Company and the Purchaser entered into a Securities Purchase Agreement (as amended, modified, or supplemented from time to time, the “Securities Purchase Agreement I”), pursuant to which the Company agreed to issue and sell to the Purchaser, and the Purchaser agreed to purchase from the Company, certain Debentures for an aggregate subscription amount of $2,500,000, on the terms and conditions set forth therein.

 

(B)	In connection with Securities Purchase Agreement I, the Company issued to the Purchaser six separate warrants to purchase additional shares of Common Stock of the Company as set forth on Exhibit A attached hereto (the “Initial Warrants”).

 

(C)

On August 20, 2015, the Company and the Purchaser entered into a Securities Purchase Agreement (as amended, modified, or supplemented from time to time, the “Securities Purchase Agreement II”), pursuant to which the Company agreed to issue and sell to the Purchaser, and the Purchaser agreed to purchase from the Company, certain Debentures for an aggregate subscription amount of $1,500,000, on the terms and conditions set forth therein.

 

(D)	On August 24, 2015, at the First Closing, the Purchaser subscribed for $400,000 in Principal Amount of Debentures for a Subscription Amount of $400,000.

 

(E)	Pursuant to the Securities Purchase Agreement II the Second Closing for $400,000 in Principal Amount of Debentures is to take place within two (2) days of the Filing Date (as defined in Securities Purchase Agreement II), subject to the satisfaction of the closing conditions set forth therein.

 

(F)

The parties now wish to enter into this Agreement in order to (i) increase the Principal Amount of Debentures to be issued and sold to the Purchaser by $200,000, which shall be sold in two closings, the first one for $100,000 of Principal Amount of Debentures to take place within two Trading Days of the date hereof, and the second closing for $100,000 of Principal Amount of Debentures to take place simultaneously with the Second Closing, and (ii) amend the exercise price of the Initial Warrants and enter into an agreement regarding the Purchaser’s exercise of such Initial Warrants.

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AGREED TERMS

 

1.	Definitions and interpretation

 

1.1	Capitalized terms not otherwise defined herein shall have the meanings set forth in Securities Purchase Agreement II.

 

1.2	The definition of the terms “Debentures” and “Warrants” as used in Securities Purchase Agreement II shall be deemed to include the Debentures and Warrants, respectively, issued to the Purchaser hereunder.

 

2.	Modification to the closings

2.1 Purchase. In addition to the commitment to purchase Debentures with an aggregate Principal Amount of up to $1,500,000 made by the Purchaser under Securities Purchase Agreement II, the Purchaser shall purchase Debentures with an aggregate Principal Amount of up to an additional $200,000. The purchase will occur in two Tranches, with the first Tranche of $100,000 being closed within two (2) Trading Days of the execution of this Agreement (the “First Supplemental Closing”). The second Tranche will be for $100,000 and will occur within two (2) days of the Filing Date and simultaneously with the Second Closing (the “Second Supplemental Closing”). Purchaser shall not be required to fund either of the First Supplemental Closing or the Second Supplemental Closing if the Company is in default of any Debentures or the Equity Conditions (as defined in the Debentures) are not met on the Closing Date for each such Tranche.

2.2 Closing. Upon the terms and subject to the conditions set forth herein and in Securities Purchase Agreement II, (i) on the Closing Date with respect to the First Supplemental Closing, the Company agrees to sell, and the Purchaser agrees to purchase, a Debenture with an aggregate Principal Amount of $100,000, for a Subscription Amount equal to $100,000, and (ii) on the Closing Date with respect to the Second Supplemental Closing, the Company agrees to sell, and the Purchaser agrees to purchase, a Debenture with an aggregate Principal Amount of $100,000, for a Subscription Amount equal to $100,000. Each Closing shall occur at the offices of Company Counsel or such other location as the parties shall mutually agree upon the satisfaction of the covenants and conditions set forth in Sections 2.3 and 2.4 below for each such Closing. At each such Closing, the Purchaser shall deliver to the Company, via wire transfer, immediately available funds equal to the Purchaser’s Subscription Amount (less a commitment fee in the amount of 5% of the Principal Amount of the Debentures purchased at each Closing, payable as set forth in Section 5.2 of Securities Purchase Agreement II), and the Company shall deliver to the Purchaser its Debenture and Warrants, as determined pursuant to Section 2.3(a) below, and the Company and the Purchaser shall deliver the other items set forth in Section 2.3 below deliverable at such Closing.

2.3 Deliveries.

(a) On or prior to the Closing Date with respect to each of the First Supplemental Closing and the Second Supplemental Closing (except as noted), the Company shall deliver or cause to be delivered to the Purchaser the following:

(i) as to the First Supplemental Closing, this Agreement duly executed by the Company;

(ii) a Debenture with a principal amount equal to the Purchaser’s

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Principal Amount as to the applicable Closing, registered in the name of such Purchaser, which in the case of the Second Supplemental Closing shall be combined with the Debenture issuable at the Second Closing; and

(iii) Warrants registered in the name of such Purchaser to purchase such number of Shares as is equal to the Purchaser’s Principal Amount as to the applicable Closing divided by the Reference Price, at an Exercise Price (as defined in the Warrants) equal to such Reference Price, and an expiration date 3 years from the issuance date of such Warrants.

(b) On or prior to the Closing Date with respect to each of the First Supplemental Closing and the Second Supplemental Closing (except as noted), the Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following:

(i) as to the First Supplemental Closing, this Agreement duly executed by such Purchaser; and

(ii) the Purchaser’s Subscription Amount (disbursed as set forth in the applicable Closing Statement) as to the applicable Closing by wire transfer to the account specified in writing by the Company.

2.4 Closing Conditions.

(a) The obligations of the Company hereunder in connection with each of the First Supplemental Closing and the Second Supplemental Closing are subject to the following conditions being met:

(i) the accuracy in all material respects on the applicable Closing Date of the representations and warranties of the Purchaser contained herein and in Securities Purchase Agreement II (unless as of a specific date therein in which case they shall be accurate as of such date);

(ii) all obligations, covenants and agreements of the Purchaser required to be performed herein and in Securities Purchase Agreement II at or prior to the applicable Closing Date shall have been performed; and

(iii) the delivery by the Purchaser of the items set forth in Section 2.3(b) of this Agreement.

(b) The obligations of the Purchaser hereunder in connection with each of the First Supplemental Closing and the Second Supplemental Closing are subject to the following conditions being met:

(i) the Company shall have filed the Supplemental Agreement 8-K, and the Prospectus Supplement shall have been filed with the Commission and shall be in effect and available for the resale by the Purchaser of all the shares underlying the Initial Warrants, as amended hereunder;

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(ii) The Company shall have executed and delivered to the Purchaser the Global Warrant Amendment (as defined below);

(iii) the accuracy in all material respects when made and on the applicable Closing Date of the representations and warranties of the Company contained herein and in Securities Purchase Agreement II (unless as of a specific date therein);

(iv) all obligations, covenants and agreements of the Company required to be performed hereunder and in Securities Purchase Agreement II at or prior to the applicable Closing Date shall have been performed;

(v) the delivery by the Company of the items set forth in Section 2.3(a) of this Agreement;

(vi) there is no existing Event of Default (as defined in the Debentures) and no existing event which, with the passage of time or the giving of notice, would constitute an Event of Default;

(vii) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;

(viii) from the date hereof to the applicable Closing Date, trading in the Common Stock shall not have been and remain suspended by the Commission or the Company’s principal Trading Market and, at any time prior to the applicable Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been and remain suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared and remain in place either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the applicable Closing; and

(ix) with respect to the Second Supplemental Closing, the Company shall have completed the increase of its authorized capital stock to at least 400,000,000 shares of Common Stock and a certificate of amendment to its certificate of incorporation shall have been filed with and approved by the Nevada Secretary of State.

 

3.	Amendment and Exercise of the Initial Warrants

3.1 Amendments to the Initial Warrants. The Exercise Price of each of the Initial Warrants shall be reduced to $0.06 per share, effective as of the date hereof. The terms of the Initial Warrants shall otherwise remain unchanged. The Company shall promptly execute and deliver a global warrant amendment in the form set out on Exhibit B attached hereto (the “Global Warrant Amendment”) certifying that from and after the date hereof, the Exercise Price of each of the Initial Warrants shall be $0.06 per share.

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3.2 Prospectus Supplement. As soon as practicable (but, in any event, within 2 Trading Days) after the execution of this Agreement, the Company shall file a prospectus supplement (the “Prospectus Supplement”) to the prospectus accompanying the registration statement filed with the Commission (No. 333-203299) in connection with Securities Purchase Agreement I, to update such prospectus for reduction of the Exercise Price of the Initial Warrants as set forth herein.

3.3 Obligation to Exercise. The Purchaser shall exercise all of the Initial Warrants on a cash basis (a total of 2,291,832 shares at $0.06 per share for proceeds to the Company of $137,509) within three (3) Trading Days of the filing of an 8-K fully disclosing the material terms and conditions of this Agreement (the “Supplemental Agreement 8-K”) and the filing of the Prospectus Supplement with the Commission and the Prospectus Supplement shall be in effect and available for the resale by the Purchaser of all the shares underlying the Initial Warrants, as amended hereunder.

 

4.	Other Covenants and Waivers

 

4.1	Notwithstanding Section 4.8 of the Securities Purchase Agreement II, the Company shall use the proceeds from the Debentures to be issued and sold at the First Supplemental Closing and the Second Supplemental Closing for working capital and general and administrative expenses of the Company.

 

4.2

The Company represents and warrants that as of the date hereof no Event of Default under the Transaction Documents exist. The Purchaser has not waived, is not by this Agreement waiving any Events of Default which may be continuing on the date hereof or any Events of Default which may occur after the date hereof, and the Purchaser reserves the right, in its discretion, to exercise any or all of its rights and remedies under the Transaction Documents as a result of any Events of Default, which may be continuing on the date hereof or any Event of Default which may occur after the date hereof.

 

5.	Representations and warranties

 

5.1	The Company represents and warrants to the Purchaser as of the date of this Agreement that:

 

(a)

it has the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement;

 

(b)

it has taken all necessary corporate actions to authorize the execution, delivery and performance of this Agreement and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection therewith;

 

(c)

the obligations assumed by the Company in this Agreement are legal, valid, and enforceable obligations binding on it in accordance with its terms; and

 

(d)

the Equity Conditions (as defined in the Debentures) (other than condition (e) set forth in the definition thereof) are met.

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6.	Counterparts and delivery

This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

 

7.	Governing law

This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under the Securities Purchase Agreement II and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

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IN WITNESS WHEREOF, the Company and the Holder have caused this Supplemental Agreement to be signed by their duly authorized officers.

 

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EXHIBIT A

WARRANTS

 

1.	Warrant No. YA1 dated January 28, 2015 granting YA Global the right to purchase 18,038 shares of the Company’s common stock at an exercise price of $5.544;

 

2.	Warrant No. YA2 dated February 13, 2015 granting YA Global the right to purchase 57,870 shares of the Company’s common stock at an exercise price of $1.728;

 

3.	Warrant No. YA3 dated April 3, 2015 granting YA Global the right to purchase 181,159 shares of the Company’s common stock at an exercise price of $1.656;

 

4.	Warrant No. YA4 dated April 27, 2015 granting YA Global the right to purchase 90,579 shares of the Company’s common stock at an exercise price of $1.10;

 

5.	Warrant No. YA5 dated May 15, 2015 granting YA Global the right to purchase 200,000 shares of the Company’s common stock at an exercise price of $0.75;

 

6.	Warrant No. YA6 dated June 12, 2015 granting YA Global the right to purchase 1,744,186 shares of the Company’s common stock at an exercise price of $0.43;

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EXHIBIT B

GLOBAL WARRANT AMENDMENT

Exhibit 10.2

MEDBOX, INC.

SEPTEMBER 2014 WARRANT AMENDMENT

September 18, 2015

Reference is made to those certain Warrants issued by Medbox, Inc. (the “Company”) to YA Global Master SPV, Ltd. (the “Investor”) listed on Exhibit A attached hereto (as may be amended or adjusted, the “September 2014 Warrants”).

Pursuant to the Supplemental Agreement entered into between the Company and the Investor on the date hereof, the Company has agreed to reduce the Exercise Price (as defined in the September 2014 Warrants) of each of the September 2014 Warrants to $0.06 per share.

Accordingly, the Company, by executing and delivering this Warrant Amendment to the Investor, hereby certifies that from and after the date hereof, the Exercise Price of each September 2014 Warrant shall be $0.06 per share.

THIS SEPTEMBER 2014 WARRANT AMENDMENT SHOULD BE ATTACHED TO THE ORIGINAL SEPTEMBER 2014 WARRANT CERTIFICATES REPRESENTING EACH OF THE SEPTEMBER 2014 WARRANTS.

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IN WITNESS WHEREOF, the Company has caused this September 2014 Warrant Amendment to be signed by its duly authorized officer as of the date first written above.

 

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EXHIBIT A

WARRANTS

 

1.

Warrant No. YA1 dated January 28, 2015 granting YA Global the right to purchase 18,038 shares of the Company’s common stock at an exercise price of $5.544;

 

2.

Warrant No. YA2 dated February 13, 2015 granting YA Global the right to purchase 57,870 shares of the Company’s common stock at an exercise price of $1.728;

 

3.

Warrant No. YA3 dated April 3, 2015 granting YA Global the right to purchase 181,159 shares of the Company’s common stock at an exercise price of $1.656;

 

4.

Warrant No. YA4 dated April 27, 2015 granting YA Global the right to purchase 90,579 shares of the Company’s common stock at an exercise price of $1.10;

 

5.

Warrant No. YA5 dated May 15, 2015 granting YA Global the right to purchase 200,000 shares of the Company’s common stock at an exercise price of $0.75;

 

6.

Warrant No. YA6 dated June 12, 2015 granting YA Global the right to purchase 1,744,186 shares of the Company’s common stock at an exercise price of $0.43;

Exhibit 99.1

PROSPECTUS SUPPLEMENT NO. 2

MEDBOX, INC.

40,134,556 SHARES OF COMMON STOCK

This prospectus supplement No. 2 supplements the prospectus dated June 11, 2015 (the “prospectus”) and prospectus supplement No. 1 thereto dated August 24, 2015, relating to the offer and sale of up to 40,134,556 shares of common stock of Medbox, Inc. (the “Company”), par value $0.001 per share, by the selling stockholders, including 27,269,705 shares issuable upon conversion of convertible debentures, 3,419,721 shares issuable as interest on convertible debentures, and 9,445,130 shares issuable upon the exercise of warrants. THIS IS NOT A NEW REGISTRATION OF SECURITIES.

This prospectus supplement relates to the September 18, 2015 amendment to our outstanding September 2014 Warrants, specifically the reduction in the exercise price of our September 2014 Warrants to purchase an aggregate of 2,291,832 shares of Common Stock to six cents ($0.06) per share. Previously, before the September 18, 2015 amendment, the exercise price of our September 2014 Warrants varied from $5.544 to $0.43 per share and expired between January 28, 2018 and June 12, 2018. The background of the issuances and original terms of the September 2014 Warrants are more fully described at pages 4 through 6 of the prospectus under the headings “September 2014 Convertible Debt Financing”. Subject to the satisfaction of normal closing conditions, the September 18, 2015 amendment to the September 2014 Warrants provides that such warrants shall be exercised in full for cash before September 23, 2015 at 11:59 PM. Upon exercise of the September 2014 Warrants, the Company will receive proceeds of approximately $137,500, but will receive no portion of the proceeds upon resale of the underlying shares by the holder of the September 2014 Warrants. Except for reducing the exercise price for cash of the September 2014 Warrants and requiring their exercise before September 23, 2015 at 11:59 PM, no other changes to the September 2014 Warrants have been made, the number of shares issuable upon exercise and the other terms of the September 2014 Warrants remain the same as described in the prospectus and no changes to any other warrants described in the prospectus have been made.

This prospectus supplement should be read in conjunction with and is not complete without, the prospectus and prospectus supplement No. 1, which are to be delivered with this prospectus supplement and before this prospectus supplement is utilized. This prospectus supplement is qualified by reference to the prospectus and prospectus supplement No. 1, except to the extent that the information in this prospectus supplement updates and supersedes the information contained in the prospectus or prospectus supplement No. 1.

Investing in our common stock involves a high degree of risk. We urge you to carefully read the “Risk Factors” section beginning on page 9 of the prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is September 18, 2015.