Item 1.01 Entry into a Material Definitive Agreement.
Equity Financing Transactions
Purchase Agreements
On
Investors, including stockholders that beneficially own more than five percent
of the Company's outstanding Common Stock and are owned by or affiliated with
individuals serving on the Company's Board of Directors, such as
The closing of the Offering (the "Closing") is expected to occur on or about
The Purchase Agreements include customary representations, warranties and
covenants of the parties. The Company will use the proceeds from the Offering
for the repayment of certain outstanding indebtedness and the remainder for
general corporate purposes. In addition, in connection with the Purchase
Agreement, the Company executed a letter agreement (the "Letter Agreement")
pursuant to which, subject to certain exceptions, the Company has agreed not to
issue, enter into any agreement to issue or announce the issuance or proposed
issuance of any shares of Common Stock or securities convertible into or
exercisable or exchangeable for Common Stock until
The Company has engaged each of
Pursuant to the Purchase Agreements, within 45 calendar days of the date of the
Purchase Agreements, the Company shall file with the
The foregoing description of the Purchase Agreements is qualified in its entirety by reference to the Form of Purchase Agreement, which is filed hereto as Exhibit 10.01 and which is incorporated herein by reference.
The securities issued or to be issued pursuant to the Purchase Agreements are being sold in private placements pursuant to an exemption from registration under Rule 506(b) of Regulation D ("Regulation D") promulgated under the Securities Act of 1933, as amended (the "Securities Act"), without general solicitation, made only to and with "accredited investors" as defined in Regulation D.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.
--------------------------------------------------------------------------------
Series E Convertible Preferred Stock
Each share of Series E Preferred Stock issued in the Offering has a stated value
of
Unless and until converted into Common Stock in accordance with its terms, the Preferred Stock has no voting rights, other than as required by law or with respect to matters specifically affecting the Preferred Stock.
The Company shall obtain stockholder approval for the issuance of shares of
Common Stock issuable upon conversion of the Preferred Stock as is required by
the applicable rules and regulations of the
The foregoing description of the Series E Preferred Stock is qualified in its entirety by reference to the Form of Certificate of Designation of Preferences, Rights and Limitations of Series E Convertible Preferred Stock (the "Series E Certificate of Designation"), which is filed hereto as Exhibit 3.1 and is incorporated herein by reference. The Company will file the Series E Certificate . . .
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
As disclosed in the Company's Quarterly Report on Form 10-Q for the three months
ended
The Payment Default resulted in an event of default under each Instrument and
caused an acceleration of the outstanding principal and accrued interest under
the Instruments with Total and Nikko of approximately
The Payment Default and the expiration of the Waivers and Extensions also triggered cross-defaults under substantially all other material debt instruments of the Company, which permits the holders of such indebtedness to accelerate the amounts owing under such instruments. As described above, the Company will use the proceeds from the Offering to make payments to the Defaulted Lenders thereby curing the Payment Default.
The provisions of the Instruments, the Waivers and Extensions and related matters were previously reported in Note 4, "Debt" and in Note 12, "Subsequent Events" in Part I, Item 1 of the 10-Q, and all of such disclosure is incorporated herein by reference.
Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed herewith:
--------------------------------------------------------------------------------
Exhibit Number Description 3.1 Form of Series E Certificate of Designation 10.1 Form of Security Purchase Agreement 10.2 LSA Amendment 99.1 Press release issuedJune 4, 2020
Forward-Looking Statements
This report contains forward-looking statements, and any statements other than statements of historical fact could be deemed to be forward-looking statements. These forward-looking statements include, among other things, statements regarding the timing of the Closing, the amount of proceeds to be received by the Company from the sale of the Shares and the uses thereof, and related matters. These statements are subject to risks and uncertainties, including the failure of closing conditions to be satisfied, and actual results may differ materially from these statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. The Company undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date hereof.
--------------------------------------------------------------------------------
© Edgar Online, source