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A total of 200,000 shares of the Series A Preferred Stock was purchased on May 7, 2020 at a purchase price
of $1,000 per share.
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Up to 200,000 shares of the Issuers Series B Convertible Perpetual Preferred Stock, par value $0.001 per
share (the Series B Preferred Stock and together with the Series A Preferred Stock, the Preferred Stock) would be purchased at a purchase price of $1,000 per share (the Series B Private
Placement). The closing of the Series B Private Placement is contingent upon completion of a pro-rata distribution of common stock of a new entity that will hold the Cyber Intelligence Solutions
business of the Issuer to its shareholders (the Spin-Off), the respective enterprise values of the Issuers Customer Engagement Solutions business and Cyber Intelligence Solutions
business at the time of the Spin-Off being above a specified floor as set forth in the Investment Agreement as well as satisfaction or waiver of certain customary closing conditions.
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In accordance with the terms of the Investment Agreement, the Issuer has appointed Mr. Jason Wright to the board of directors of the Issuer effective as
of May 7, 2020.
The description of the Investment Agreement in Item 3 and this Item 4 is not intended to be complete and is qualified in its
entirety by the agreement, which is filed as an exhibit hereto and is incorporated by reference herein.
Each of the Reporting Persons acquired the shares
of Series A Preferred Stock for investment purposes. Consistent with such purposes, the Reporting Persons may engage in communications with, without limitation, management, directors and shareholders (including Reporting Persons) of the Issuer, and
may make suggestions concerning the Issuers operations, prospects, business and financial strategies, strategic transactions, assets and liabilities, business and financing alternatives, governance matters and such other matters as the
Reporting Persons may deem relevant to their investment in the Series A Preferred Stock and any Common Stock they then own, and with a view to maximizing stockholder value. Each Reporting Person intends to participate in and influence the affairs of
the Issuer through the exercise of their respective voting rights with respect to any shares of the Series A Preferred Stock or Common Stock they then hold and through the exercise of their rights under the Investment Agreement.
Each of the Reporting Persons expects to continuously review such persons investment in the Issuer and, depending on various factors, including but not
limited to, the price of shares of Common Stock, the terms and conditions of the transaction, prevailing market conditions, the Issuers business and prospects, and such other considerations as such Reporting Person deems relevant, may at any
time or from time to time, and subject to any required regulatory approvals and the terms of the Investment Agreement, lend funds, invest in debt or similar investments issued by the Issuer, acquire additional shares of Common Stock, preferred stock
of the Issuer (including Series B Preferred Stock) or other securities convertible into or exercisable or exchangeable for Common Stock from time to time on the open market, in privately negotiated transactions, directly from the Issuer, or upon the
exercise or conversion of securities convertible into or exercisable or exchangeable for Common Stock. Any transaction that the Reporting Persons may pursue may be made at any time and from time to time without prior notice.
Each Reporting Person also may, at any time, subject to compliance with applicable securities laws and regulatory requirements, dispose of or distribute some
or all of its Series A Preferred Stock, Common Stock or such other securities or investments it owns or may subsequently acquire (including the Series B Preferred Stock) depending on various factors, including but not limited to, the price of shares
of Common Stock, the terms and conditions of the transaction, the Issuers business and prospects, and prevailing market conditions, as well as liquidity and diversification objectives. Any transaction that the Reporting Persons may pursue may
be made at any time and from time to time without prior notice.