IFNY Infinity Energy Resources Inc (QB)

As previously reported in a current report on Form 8-K on May 8, 2015, effective May 7, 2015, Infinity Energy Resources, Inc. (the “Company”) completed the May 2015 Private Placement of a $12.0 million principal amount secured convertible note and Warrant to purchase 1,800,000 shares of the Company’s common stock, $0.0001 par value (the “Warrant”). The placement agent, WestPark Capital, Inc. (“WestPark”) for the Company in the transaction received a fee of 6% of cash proceeds which totaled $27,000 at the date of closing. In addition, WestPark was granted a warrant to purchase 240,000 shares of common stock at $5.00 per share (the “Original Warrant”).

As a part of the May 2015 Private Placement, the Company issued the Original Warrant to WestPark giving it the right to purchase up to an aggregate of 240,000 shares of the Company’s common stock at an exercise price of $5.00 per share. The Original Warrant was immediately exercisable and the exercise price for the Warrant was subject antidilution provisions which required an adjustment to the exercise price and number of warrant shares to be issued for certain events, such as stock splits and stock dividends. In addition, the Original Warrant contained certain price protection provisions: if the Company issued or sold shares of its common stock, rights to purchase shares of its common stock, or securities convertible into shares of its common stock for a price per share that was less than the exercise price then in effect, the exercise price of the Original Warrant would decrease to equal such lesser price. Upon each such adjustment, the number of the shares of the Company’s common stock issuable upon exercise of the Original Warrant was to increase proportionately. The foregoing adjustments to the exercise price for future stock issues did not apply to certain exempt issuances, including issuances pursuant to certain employee benefit plans. The Original Warrant was to expire on the seventh (7th) anniversary of the date of issuance.

On June 4, 2019, the Company and WestPark executed an Exchange Agreement whereby WestPark received a New Warrant in exchange for its Original Warrant.

Under the Exchange Agreement, WestPark exchanged all of its rights under its Original Warrant to purchase 240,000 common shares (post-split basis) with an exercise price of $5.00 per share and containing certain antidilution rights for a New Warrant to purchase 50,000 common shares (post-split basis) with an exercise price of $0.50 per share and a seven-year term. The New Warrant does not contain any price protection provisions.

Upon consummation of the exchange transactions described above, WestPark no longer owns the Original Warrant including any rights thereunder, and the Company cancelled the certificate(s) and other physical documentation evidencing the ownership of the Original Warrant.