Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Effective as of
In accordance with the terms and conditions of various restricted stock
agreements between Carbon and
(d) On
As a Member of Yorktown,
· On
warrant to purchase shares of the Company's Common Stock at an exercise price of$7.20 per share (the "Warrant"). The Warrant was issued in connection with the Company entering into the Limited Liability Company Agreement ofCarbon California Company, LLC , aDelaware limited liability company ("CarbonCalifornia "), described in the Company's Current Report filed on Form 8-K onFebruary 21, 2017 , and Carbon California engaging in the transactions also described in such Current Report. The exercise price for the Warrant is payable exclusively with Class A Units of Carbon California and the number of shares of the Company Common Stock for which the Warrant is exercisable is determined, as of the time of exercise, by dividing (a) the aggregate unreturned capital of the Warrantholder's Class A Units of Carbon California by (b) the exercise price. OnFebruary 1, 2018 ,Yorktown Energy Partners XI, L.P. exercised its rights under the Warrant and was issued 1,527,778 shares of the Company's Common Stock as described in the Company's Current Report filed on Form 8-K onFebruary 7, 2018 . The exercise of the Warrant allowed the Company to increase its ownership stake in Carbon California without requiring the payment of cash.
· As described in the Company's Current Report filed on Form 8-K on
2018, onApril 6, 2018 , the Company entered into a preferred stock purchase agreement withYorktown Energy Partners XI, L.P. for the sale of 50,000 shares of the Company's Series B convertible preferred stock at a price of$100 per share, resulting in proceeds to the Company of$5,000,000 . The Series B convertible preferred stock converts into shares of our common stock at the election of the holder of Series B convertible preferred stock shares and will automatically convert into shares of the Company's common stock if and when the Company completes a qualifying equity financing. The number of shares of common stock issuable upon conversion is dependent upon the price per share of common stock issued in connection with any such qualifying equity financing but has an initial floor conversion price equal to$8.00 per share. The number of shares of common stock issuable upon conversion is currently determined by dividing the issue price of the Series B convertible preferred stock ($100.00 ) by$8.00 , which currently results in each share of Series B convertible preferred stock being convertible into 12.5 shares of common stock. The conversion price will be proportionately increased or decreased to reflect changes to the outstanding shares of common stock, such as the result of a combination, reclassification, subdivision, stock split, stock dividend or other similar transaction involving the common stock.
(e) See Item 5.02(b) above.
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