Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed on the Company’s Form 8-K filed with the SEC on August 10, 2020, on August 7, 2020 the Company closed a private placement offering (the “August 2020 Private Placement”) of 12.5% original issue discount senior subordinated secured convertible debentures and common stock purchase warrants (the “August 2020 Warrants”) to several accredited investors. Between February 26, 2021 and March 3, 2021, the Company entered into an Exercise Price Reset Agreement (the “Reset Agreement”) with certain of the accredited investors from the August 2020 Private Placement (the “Participating Investors”) pursuant to which, among other things, the Company agreed to reset the exercise price of their August 2020 Warrants from $6.75 per share of the Company’s common stock, par value $0.000001 (“Common Stock”), to $3.00 per share of Common Stock (the “Reset Exercise Price”). Pursuant to the terms of the August 2020 Warrants, the exercise price of all outstanding August 2020 Warrants was reset to the Reset Exercise Price on February 26, 2021.

In consideration of the Company resetting the exercise price of the August 2020 Warrants to the Reset Exercise Price, the Participating Investors agreed to exercise their August 2020 Warrants for all of the outstanding shares of Common Stock underlying their August 2020 Warrants. In addition, the Company issued to each Participating Investor new Common Stock purchase warrants (the “Warrants”) equal to the number of August 2020 Warrants exercised by such Participating Investor for Common Stock, in reliance upon an exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended. The Warrants are exercisable for three years from their date of issuance at an exercise price equal to the Reset Exercise Price. The Reset Agreement and Warrants each contain a lock-up provision prohibiting the Participating Investors from, among other things, disposing of the shares of Common Stock issued for the exercise of the August 2020 Warrants or the shares of Common Stock that may be issued upon the exercise of the Warrants, prior to May 31, 2021.

In connection with the transactions described above, the Participating Investors exercised August 2020 Warrants for an aggregate of 394,068 shares of Common Stock and the Company issued 394,068 Warrants to the Participating Investors. The shares of Common Stock issued for the exercise of the August 2020 Warrants were previously registered on the Company’s Form S-1 Registration Statement, which was declared effective by the Securities and Exchange Commission on September 9, 2020. The Company received approximately $1.2 million in gross proceeds from the exercise of the August 2020 Warrants, before deducting placement agent fees and expenses. Additional accredited investors who participated in the August 2020 Private Placement may enter into the Reset Agreement with the Company from time to time after the date hereof. The Company entered into the Reset Agreement with the Participating Investors in order to access additional capital to help fund its operations and working capital requirements, including to help fund unexpected administrative expenses in connection with a consent solicitation initiated by certain of the Company’s shareholders.

The foregoing descriptions of the terms of the Reset Agreement and the Warrants, and the transactions contemplated thereby, do not purport to be complete and are qualified in their entirety by reference to the full text of the form of Exercise Price Reset Agreement and form of Warrant, copies of which are filed hereto as Exhibit 10.1 and Exhibit 4.1, respectively, and incorporated by reference into this Item 1.01.