Item 1.01
Entry into a Material Definitive Agreement.
As disclosed in our Form 8-K filed with the U.S. Securities and Exchange Commission on
July 23, 2015 (the “Prior Form 8-K”), on July 16, 2015, Michael T. Smith, a member of the Company’s Board of Directors, received from the Company a five-year cashless warrant (the “Prior Smith Warrant”) to purchase up to 350,000 shares of the Company’s common stock at an exercise price of $3.00 per share as additional consideration for a loan made to the Company by Mr. Smith. The foregoing description of the Prior Smith Warrant is not complete and is qualified in its entirety by reference to the full text of the Prior Smith Warrant filed as Exhibit 10.2 to the Prior Form 8-K and incorporated herein by reference.
On February 19, 2016, Diamond B Capital, LLC (“
Diamond B”) received from the Company a five-year warrant to purchase up to 400,000 shares of the Company’s common stock at an exercise price of $2.00 per share (the “Prior Diamond B Warrant”). Alexander M. Boies, a member of the Company’s Board of Directors, holds membership interests representing a 12% ownership interest in Diamond B. The foregoing description of the Prior Diamond B Warrant is not complete and is qualified in its entirety by reference to the full text of the Prior Diamond B Warrant filed herewith as Exhibit 10.2 and incorporated herein by reference.
On March 1, 2017, the Company and Mr. Smith entered into an Amendment No. 1 to the Prior Smith Warrant (the “
Prior Smith Warrant Amendment”), pursuant to which (a) the exercise price was decreased to $1.50 per share for that portion of the Prior Smith Warrant to be exercised by Mr. Smith on such date and (b) the exercise of the Prior Smith Warrant was to be on a cash basis. The foregoing description of the Prior Smith Warrant Amendment is not complete and is qualified in its entirety by reference to the full text of the Prior Smith Warrant Amendment filed herewith as Exhibit 10.3 and incorporated herein by reference.
On March 16, 2017, the Company also entered into an Amendment No. 1 to the Prior Diamond B Warrant (the “
Prior Diamond B Warrant Amendment”), pursuant to which the exercise price was decreased to $1.50 per share for that portion of the Prior Diamond B Warrant to be exercised by Diamond B on such date. The foregoing description of the Prior Diamond B Warrant Amendment is not complete and is qualified in its entirety by reference to the full text of the Prior Diamond B Warrant Amendment filed herewith as Exhibit 10.4 and incorporated herein by reference.
Subsequent to the execution of the Prior Smith Warrant Amendment, on March 1, 2017, Mr. Smith
fully exercised the Prior Smith Warrant (the “Prior Smith Warrant Exercise”). As a result of the Prior Smith Warrant Exercise, Mr. Smith received 350,000 shares of the Company’s common stock in exchange for a cash payment of $525,000.
Subsequent to the
execution of the Prior Diamond B Warrant Amendment, on March 16, 2017, Diamond B fully exercised the Prior Diamond B Warrant (the “Prior Diamond B Warrant Exercise”). As a result of the Prior Diamond B Warrant Exercise, Diamond B received 400,000 shares of the Company’s common stock in exchange for a cash payment of $600,000.
As additional consideration for Mr. Smith
’s entry into the Prior Smith Warrant Amendment and exercise of the Prior Smith Warrant, on March 1, 2017, the Company issued to Mr. Smith another warrant (the “New Smith Warrant”) to purchase up to 350,000 shares of the Company’s common stock at an exercise price of $4.50 per share. The foregoing description of the New Smith Warrant is not complete and is qualified in its entirety by reference to the full text of the form of warrant is filed herewith as Exhibit 10.5 and incorporated herein by reference.
As additional consideration for Diamond B
’s entry into the Prior Diamond B Warrant Amendment and exercise of the Prior Diamond B Warrant, on March 9, 2017, the Company issued to Diamond B another warrant (the “New Diamond B Warrant”) to purchase up to 400,000 shares of the Company’s common stock at an exercise price of $4.50 per share. The foregoing description of the New Diamond B Warrant is not complete and is qualified in its entirety by reference to the full text of the form of warrant is filed herewith as Exhibit 10.5 and incorporated herein by reference.