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In connection with the Purchase Agreements,
the Issuer and the Master Fund also entered into a registration rights agreement (the “Registration Rights Agreement”)
on July 6, 2020 pursuant to which the Issuer agreed to register for resale under the Securities Act of 1933, as amended, the Shares
issuable upon exercise of: (i) the Series B and C Warrants; and (ii) 4,607,692 of the Pre-Funded Warrants. In that regard, the
Issuer agreed to use its best efforts to have the registration statement filed be it to be declared effective within 120 days following
the date of the Registration Rights Agreement.
The foregoing was a summary of certain
material terms of the: (i) RDO Purchase Agreement; (ii) PIPE Purchase Agreement; (iii) Pre-Funded Warrants; (iv) Series B and
C Warrants; and (v) Registration Rights Agreement. The foregoing descriptions are not, and do not purport to be, complete and,
except as otherwise described above, are qualified in their entirety by reference to the full text of the forms of those documents,
which have been filed as Exhibits C, D, E, F and G, respectively, and are incorporated herein by reference.
It is anticipated that Mr. Boyd and Keith
Maher, a Managing Director at Armistice Capital, will be appointed to the Issuer's Board shortly after the date hereof.
The Reporting Persons purchased the Shares
for investment in the ordinary course of their investment activities based on the Reporting Persons’ belief that the Shares,
when purchased, were undervalued and represented an attractive investment opportunity. The Reporting Persons intend to review
their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s
financial position, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions,
the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate
including, without limitation, participating on the Board, engaging in communications with management and/or the Board, engaging
in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, reshaping
the Issuer's corporate strategy, recommending business development transactions, proposing changes to management, operations and
the structure of the Board (including the composition of the Board), purchasing additional Shares, selling some or all of their
Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention
with respect to any and all matters referred to in subparagraphs (a) - (j) of Item 4 of Schedule 13D.
Except as otherwise set forth herein, the Reporting
Persons do not have any present plans or proposals which would relate to, or result in, the matters set forth in subparagraphs
(a) – (j) of Item 4 of Schedule 13D. However, subject to market conditions and in compliance with applicable securities
laws, the Reporting Persons reserve the right, at a later date, to effect one or more of such changes or transactions in the number
of Shares they may be deemed to beneficially own in open-market or privately negotiated transactions, on such terms and at such
times as the Reporting Persons may deem advisable.
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