Item 1.01.
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Entry into a Material Definitive Agreement.
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The information set forth in the Introductory Note is
incorporated herein by reference.
The Series F Warrants have an exercise price of $0.35 per share and are exercisable during the period commencing on
October 1, 2016 and ending on April 1, 2021.
The Series G Warrants have an exercise price of $0.35, which was pre-paid, except for a nominal
exercise price of $0.01 per share, upon issuance of the Series G Warrants and, consequently, no additional payment or other consideration (other than the nominal exercise price of $0.01 per share) will be required to be delivered to the Company by
the holder upon exercise. The Series G warrants are exercisable during the period commencing on the date of original issuance and ending on April 1, 2017.
The Series H Warrants have an exercise price of $0.75 per share and are exercisable during the period commencing on the date of original issuance and ending
on October 1, 2016.
The Warrants are generally only exercisable on a cash basis. However, the Warrants may be exercisable on a cashless basis, if
and only if, a registration statement relating to the issuance of the shares underlying the Warrants is not then effective or available. The Warrants may be exercised by delivering to the Company an exercise notice, appropriately completed, duly
signed and delivered, together with cash payment of the exercise price, if applicable. No fractional shares will be issued upon exercise of the Warrants.
The exercise price and the number and type of securities purchasable upon exercise of the Warrants are subject to adjustment upon certain corporate events,
including certain combinations, consolidations, liquidations, mergers, recapitalizations, reclassifications, reorganizations, stock dividends and stock splits, a sale of all or substantially all of the Companys assets and certain other events.
In addition, the Series F Warrants contain full ratchet anti-dilution protection upon the issuance of any common stock, securities convertible into common stock or certain other issuances at a price below the then-existing exercise price of the
Series F Warrants, with certain exceptions. In addition, the Company has the right at any time during the term of the Series F Warrants or the Series H Warrants, as applicable, to reduce the then-existing exercise price of all or any portion of any
Series F Warrant or Series H Warrant, as applicable, to any amount and for any period of time deemed appropriate by the Companys board of directors.
In the event of a fundamental transaction, as described in the Warrants and generally including any merger with or into another entity, sale of all or
substantially all of the Companys assets, tender offer or exchange offer, or reclassification of the Companys common stock, the Company or any successor entity shall pay at the holders option, exercisable at any time concurrently
with or within 30 days after the consummation of the fundamental transaction, an amount of cash equal to the value of such holders Warrants as determined in accordance with the Black Scholes option pricing model and the terms of the applicable
Warrant.
The foregoing description of the Warrants does not purport to be complete and is subject to, and qualified in its entirety by, the full text of
the Warrants, forms of which are attached hereto as
Exhibit 4.1
,
Exhibit 4.2
and
Exhibit 4.3
, and the terms of which are incorporated herein by reference.
The foregoing transaction triggered anti-dilution provisions in the following securities:
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a)
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the Companys outstanding warrants issued pursuant to that certain Common Stock Unit Warrant Agreement, dated December 16, 2013, by and between the Company and American Stock Transfer & Trust Company,
LLC;
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b)
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the Companys outstanding warrants issued pursuant to that certain Common Stock Unit Warrant Agreement, dated August 5, 2014, by and between the Company and American Stock Transfer & Trust Company,
LLC;
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c)
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the Companys outstanding warrants issued pursuant to that certain Common Stock Unit Warrant Agreement, dated February 3, 2015, by and between the Company and American Stock Transfer & Trust Company,
LLC;
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d)
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the Companys outstanding warrants issued pursuant to that certain Common Stock Unit Warrant Agreement, dated May 19, 2015, by and between the Company and American Stock Transfer & Trust Company, LLC;
and
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e)
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the Companys outstanding Series D Warrants to Purchase Common Stock issued December 11, 2015.
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Additional Information and Where to Find It
A shelf
registration statement relating to the units issued in the Offering was filed with the U.S. Securities and Exchange Commission and is effective. Preliminary and final prospectus supplements describing the terms of the Offering have also been filed
with the SEC. Copies of the final prospectus supplement and the accompanying prospectus relating to the securities being offered may be obtained from H.C. Wainwright & Co., LLC via email at placements@hcwco.com. Electronic copies of the
final prospectus supplement and accompanying prospectus are also available on the SECs website at http://www.sec.gov.
Forward-Looking Statements
Certain statements in this Current Report on Form 8-K and in the attached exhibits may constitute forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Such statements relate to a variety of matters, including, without limitation, statements regarding the Companys anticipated proceeds from the Offering, its use of those proceeds
and other statements that are not purely statements of historical fact. These forward-looking statements are made on the basis of the current beliefs, expectations and assumptions of the management of the Company and are subject to significant risks
and uncertainty. Factors that could cause actual results to differ materially from those described in the forward-looking statements are set forth in the prospectus supplements for the Offering. Investors are cautioned not to place undue reliance on
any such forward-looking statements. All such forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise these statements, whether as a result of new information, future events or
otherwise.