Item 1.01
Entry
into a Material Definitive Agreement
On
October 18, 2017, we entered into subscription agreements with five investors (the “Subscription Agreement”), under which we agreed to issue and sell in the aggregate 452,239 shares of common stock to the investors at $0.67 per share for an aggregate purchase price of $303,000. $75,000 of the purchase price will be paid in cash and $228,000 will be in consideration for the cancellation of debt incurred by the Company.
We expect to receive aggregate net proceeds, after
deducting estimated expenses related to the registered direct offering in the amount of approximately $10,000. We intend to use the net proceeds from this offering for working capital.
The closing of the
registered direct offering is expected to take place on October 20, 2017. The Subscription Agreement contains customary representations, warranties and agreements by us and customary conditions to closing.
The
shares of common stock are being offered and sold to the public under our shelf registration statement on Form S-3 (File No. 333-215834) initially filed with the Securities and Exchange Commission (the “Commission”) declared effective on February 8, 2017 (the “Registration Statement”), and a prospectus supplement relating to the registered direct offering will be filed with the Commission.
The foregoing descriptions of the
Subscription Agreement is qualified in its entirety by reference to the full text of the Form of Subscription Agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference in their entirety.
This report contains forward-looking statements. Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements related to our future activities, or future events or conditions. These statements are based on current expectations, estimates and projections about our business based, in part, on assumptions made by management. These statements are not guarantees of future performances and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those risks discussed in our Annual Report on Form 10-K and in other documents we file from time to time with the SEC. Any forward-looking statements speak only by the date on which they are made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date of this report, except as required by law.
The prospec
tus supplement relating to the offering has been filed with the Commission and is available on the Commission’s web site at http://www.sec.gov.
This report does not constitute an offer to sell or the solicitation of an offer to buy, and these securities cannot be sold in any state or jurisdiction in which this offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any state or jurisdiction. Any offer will be made only with a prospectus, including a prospectus supplement, forming a part of the effective registration statement.