The selling stockholders table and related footnotes in the section entitled Selling
Stockholders in the Prospectus is hereby restated with the information below. All share and per share information relating to our common stock in the Prospectus has been adjusted to reflect a
1-for-10
reverse stock split, which took effect on March 5, 2019.
SELLING STOCKHOLDERS
The narrative disclosure and the information in the table appearing under the heading Selling Stockholders beginning on page 7 of the
Prospectus is updated as of April 4, 2019, by adding the following disclosures and revising the beneficial ownership of the selling stockholders. All share and per share information relating to our common stock in this prospectus has been
adjusted to reflect a
1-for-10
reverse stock split that took effect on March 5, 2019.
Equity Financing
Effective March 31, 2019, we
entered into a Purchase Agreement (the Purchase Agreement) with select institutional investors, including the Deerfield Lenders, and certain other parties (Investors), whereby we agreed to issue and sell to the Investors, and
the Investors agreed to purchase, an aggregate of 7,889,552 shares (the Equity Shares) of our common stock at a price per share of $6.61 (the Equity Offering Price), for an aggregate cash purchase price of approximately
$52.15 million (the Financing). We closed the transactions contemplated by the Purchase Agreement on April 3, 2019.
Second
Amendment to Facility Agreement
On March 31, 2019, we entered into a Second Amendment to Amended and Restated Facility Agreement and First
Amendment to Amended and Restated Guaranty and Security Agreement (the Facility Amendment) with the Deerfield Lenders. The Facility Amendment became effective on April 3, 2019.
The Facility Amendment provides for, among other things, the reduction in the global excess liquidity covenant from $22.5 million to $17.5 million
and the reduction of the minimum net revenue financial covenants. In addition, the percentage of the $120.0 million of first out waterfall loans (the First Out Waterfall Loans) due on April 2, 2021 decreased from 33.33% to
16.67% of the First Out Waterfall Loans outstanding on such date, while the percentage of the remainder of the First Out Water Fall Loans due on April 2, 2022 remained at 50% of the First Out Waterfall Loans outstanding on such date.
The Facility Amendment provides for the exchange of the existing notes representing the First Out Waterfall Loans for amended notes (the First Out
Waterfall Notes) that provide that, in the event that, in any calendar month beginning April 1, 2019 and ending June 30, 2020 (the Mandatory Conversion Period), (A)(i) the arithmetic mean of the volume weighted average
prices of our common stock (the VWAP) on the five (5) consecutive trading days ending on the 15th calendar day (or, if not a trading day, the first trading day thereafter) (the Mandatory Conversion Measurement Date) and
(ii) the closing price for our common stock on the Mandatory Conversion Measurement Date, both exceed $6.625 (as may be adjusted to reflect certain events) (the Fixed Conversion Price) and (B)(i) the VWAP on the five
(5) consecutive trading days ending on (and including) the third (3rd) trading day immediately prior to the Mandatory Conversion Measurement Date (the Initial Mandatory Conversion Measurement Date) and (ii) the closing price
for our common stock on the Initial Mandatory Conversion Measurement Date both exceed the Fixed Conversion Price (collectively, the Mandatory Conversion Conditions), the Deerfield Lenders shall be obligated to convert $1,666,666 of the
principal amount of the loan into shares of common stock at the Fixed Conversion Price, up to a maximum aggregate amount of $25.0 million over the Mandatory Conversion Period (the Mandatory Conversion).
The Deerfield Lenders also have the option to convert up to an additional $50.0 million of our outstanding debt (the Voluntary Conversion
Amount) at the greater of the Fixed Conversion Price and 85% of the arithmetic average of the volume weighted average price of our common stock on each of the fifteen (15) consecutive trading days prior to the conversion date (the
15 Day VWAP). We have the option to require conversion of the Voluntary Conversion Amount (less the amount of prior voluntary conversions) if our 15 Day VWAP is greater than 175% of the Fixed Conversion Price. The First Amendment
Waterfall Notes also provide that in no event may the Deerfield Lenders convert, whether voluntarily or mandatorily, into shares of common stock if such conversion would result in the Deerfield Lenders beneficially owning more that 4.985% of our
outstanding common stock. The First Out Waterfall Notes also revise the existing right of the Deerfield Lenders to convert a portion of the outstanding principal amount of the
first-out
waterfall loan into a
maximum of 1,430,000 shares of our common stock from the current conversion price of 96% of the arithmetic average of the volume weighted average price of our common stock on each of the three (3) consecutive trading days prior to the
conversion date (the 96% VWAP Price) to the greater of (i) $6.625 (subject to certain adjustments) or (ii) the 96% VWAP Price.