TRANSACTIONS WITH RELATED PERSONS
The following is a description of transactions since January 1, 2021, and each currently proposed transaction in which:
•
the Company has been or is to be a participant;
•
the amount involved exceeded or will exceed the lesser of $120,000 or 1% of our total assets at year-end for our last two completed fiscal years; and
•
any of our directors, executive officers or beneficial owners of more than 5% of our common stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest, other than compensation and other arrangements that are described in the section titled “Executive Compensation.”
June 2023 Private Placement
In June of 2023, we completed a private placement (the “2023 Private Placement”) pursuant to which we sold an aggregate of (i) 11,099.36596 shares of Series A-1 Preferred Stock, initially convertible into an aggregate of 36,916,000 shares of Common Stock at a conversion price of $0.25 (subject to adjustment in certain circumstances), (ii) 3,050 shares of Series A-2 Preferred Stock initially convertible into an aggregate of 11,800,000 shares of Common Stock at a conversion price of $0.25 (subject to adjustment in certain circumstances), (iii) Class A Warrants to purchase up to 56,597,464 shares of Common Stock at an exercise price $0.25 per share (subject to adjustment in certain circumstances), and (iv) Class B Warrants to purchase up to 27,943,860 shares of Common Stock at an exercise price of $0.01 per share (subject to adjustment in certain circumstances). In connection with the 2023 Private Placement, we, the purchasers and we entered into a securities purchase agreement (the “Purchase Agreement”) and a related registration rights agreement (the “2023 Registration Rights Agreement”). Pursuant to the 2023 Registration Rights Agreement, we agreed to register for resale (i) the shares of Common Stock issuable upon conversion of the Series A-1 Preferred Stock and Series A-2 Preferred Stock, (ii) the shares of Common Stock issuable upon exercise of the Class A Warrants, (iii) any additional shares of Common Stock issued and issuable in connection with any anti-dilution provisions in the Series A-1 Preferred Stock, Series A-2 Preferred Stock or Class A Warrants, (iv) any shares of Common Stock issued in lieu of cash dividends on the Series A-1 Preferred Stock and (v) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing. Under the terms of the 2023 Registration Rights Agreement, the Company is required to file a registration statement with SEC covering the resale of the shares of Common Stock issuable upon conversion of the Series A-1 Preferred Stock and Series A-2 Preferred Stock and the shares of Common Stock issuable upon exercise of the Class A Warrants on or before the 45-day anniversary of the earlier of the final closing of the 2023 Private Placement, or August 6, 2023, and to use its commercially reasonable efforts to cause such registration statement to declared effective by the SEC by the 135-day anniversary of the final closing of the 2023 Private Placement, or November 4, 2023, and to keep such registration statement continuously effective until the date that all securities covered by such registration statement (a) have been sold, thereunder or pursuant to Rule 144, or (b) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144.
AIGH Investment Partners LP, WVP Emerging Manager Onshore Fund LLC — Optimized Equity Series, WVP Emerging Manager Onshore Fund LLC — AIGH Series, and AIGH Investment Partners LLC Entities (the “AIGH Entities”), entities affiliated with Orin Hirschman, a holder of more than 5% of our common stock, purchased an aggregate of (i) 5,029 shares of Series A-1 Preferred Stock, (ii) Class A Warrants to purchase up to 20,116,000 shares of Common Stock and (iii) Class B Warrants to purchase up to 20,888,000 shares of Common Stock in the 2023 Private Placement for a total purchase price of $5,029,000. Each of the AIGH Entities is party to the Purchase Agreement and the 2023 Registration Rights Agreement.
The Hewlett Fund LP purchased an aggregate of (i) 2,500 shares of Series A-1 Preferred Stock, (ii) Class A Warrants to purchase up to 10,000,000 shares of Common Stock and (iii) Class B Warrants to purchase up to 5,600,000 shares of Common Stock in the 2023 Private Placement for a total purchase price of