Item
8.01 Other Events
Waiver
of Reserve Requirements
On
September 30, 2020, the Company completed receipt of affirmative written confirmations from holders (each, a “Noteholder”)
of several of the Company’s outstanding convertible notes and related warrants that require the Company to reserve shares
of Common Stock for issuance upon conversion or exercise thereof of their agreement to waive such reserve requirements until November
25, 2020. The waivers became effective upon receipt of confirmation of the acceptance of the waiver requests by the Company from
all requested parties, the last of which was received on September 30, 2020. The reserve requirements associated with certain
currently convertible notes and warrants were not waived and remain in effect. The waivers were necessary to permit the issuances
of the Series H Preferred Stock described in Item 1.01 and the Series H Preferred Stock conversions and warrant exercises discussed
below.
Grant
of Common Stock Options
On
September 30, 2020, the Board granted a non-qualified option exercisable into 5,000,000 shares of Common Stock to Kathryn MacFarlane,
a non-qualified option exercisable into 2,000,000 shares of Common Stock to David Dickason, and additional non-qualified options
exercisable into 10,000,000 shares of Common Stock in the aggregate to vendors, in each case on either a discretionary basis or
for services rendered. Certain of the options vested on issuance, and the remainder will vest at various intervals, with the latest
vesting on September 30, 2021. All of the options will expire on September 30, 2025. The exercise price of the options is the
closing per share market price of shares of Common Stock as of the date of issuance, which was $0.0054 per share.
The
foregoing description of the options granted does not purport to be complete and is qualified in its entirety by reference to
the full text of the Form of Non-Statutory Stock Option Award Agreement under the 2015 Plan, a copy of which was filed by the
Company on July 8, 2015, as Exhibit 10.2 to a Current Report on Form 8-K, and which is incorporated herein by reference, as supplemented
by the addendum thereto, a copy of which was filed by the Company on December 14, 2017, as Exhibit 10.5 to a Current Report on
Form 8-K, which is also incorporated herein by reference.
Amendment
to Crown Bridge Note
On
September 29, 2020, the Company and Crown Bridge Partners, LLC (“Crown Bridge”) agreed by email to amend, effective
as of September 29, 2020, that certain Convertible Promissory Note, dated as of May 17, 2019 (the “CB Note”), and
that certain Common Stock Purchase Warrant, dated as of May 17, 2019 (the “CB Warrant”), each issued by the Company
for the benefit of Crown Bridge. The amendment reduces the number of authorized shares of Common Stock that the Company must reserve
for issuance from ten times the number of shares that are issuable upon full conversion of the CB Note and full exercise of the
CB Warrant to six times the number of shares that are issuable upon full conversion of the CB Note and full exercise of the CB
Warrant.
The
CB Note and CB Warrant were filed by the Company on May 23, 2019 as exhibits to a Current Report on Form 8-K.
Outstanding
Share Count
As
of close of business on September 30, 2020, there were 577,842,003 shares of Common Stock issued and outstanding as compared to
307,430,693 shares issued and outstanding as of August 17, 2020, as reported on the Company’s Quarterly Report on Form 10-Q
for the quarter ended June 30, 2020. The increase of 270,411,310 shares issued and outstanding resulted from the conversion of
all of the outstanding shares of Series H Preferred Stock, inclusive of accrued but unpaid dividends, into 253,774,260 shares
of Common Stock, as well as the exercise of outstanding warrants into 16,637,050 shares of Common Stock. An aggregate of 216,100,903
of such newly issued shares of Common Stock were issued to Mr. Jones and the various trusts into which all Series H Preferred
Stock received by both Mr. Margolis and Dr. Lippa were previously transferred.