Item 7.01 Regulation FD Disclosure.
As previously reported, on
As contemplated by the Plan, the Company filed a supplement to the Plan (the
"Plan Supplement") with the
As disclosed in the Plan Supplement, as of the effective date of the Plan (the
"Effective Date"), there will be reserved for issuance a number of shares of new
common stock (or other securities convertible or exercisable into new common
stock) equal to up to 10% of the total number of shares of new common stock
outstanding immediately following the Effective Date, calculated assuming
conversion of all shares of the Series A Preferred Stock issued on the Effective
Date, for awards under a new management equity compensation plan to be adopted
by the new board of directors following the Effective Date. Employees,
non-employee directors and certain consultants may be eligible to participate in
the new management equity compensation plan, as determined by the new board of
directors. The new management equity compensation plan will be structured as an
omnibus equity compensation plan, and may provide for a variety of different
instruments, including stock options, restricted stock units and performance
awards, generally consistent with equity compensation plans of other public
companies. The terms, conditions and structure of, participants in and
instruments to be awarded under such management equity compensation plan,
including with respect to allocation and vesting, as well as any awards
thereunder, will be determined by the new board of directors. The Debtors will
request
The Plan Supplement and other filings with the
Information contained in the Plan and the Disclosure Statement is subject to change, whether as a result of amendments or supplements to the Plan or the Disclosure Statement, third-party actions, or otherwise, and should not be relied upon by any party. The foregoing description of the Plan Supplement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Plan Supplement, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
A hearing to consider confirmation of the Plan is scheduled to be held before
the
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.
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Cautionary Information Regarding Trading in the Company's Securities.
The Company's securityholders are cautioned that trading in the Company's securities during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for the Company's securities may bear little or no relationship to the actual recovery, if any, by holders thereof in the Company's Chapter 11 Cases. Accordingly, the Company urges extreme caution with respect to existing and future investments in its securities.
Forward-Looking Statements.
This Current Report on Form 8-K and the exhibit hereto may contain
"forward-looking statements" within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended. All statements, other than statements of fact,
that address activities, events or developments that the Company or the
Company's management intend, expect, project, believe or anticipate will or may
occur in the future are forward-looking statements. Although the Company
believes forward-looking statements are based upon reasonable assumptions, such
statements involve known and unknown risks, uncertainties, and other factors,
which may cause the actual results or performance of the Company to be
materially different from any future results or performance expressed or implied
by such forward-looking statements. Such risks and uncertainties include, but
are not limited to those described in the Company's annual report on Form 10-K
for the year ended
Non-Solicitation
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description 99.1 Plan Supplement Pursuant to the Debtors' Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, datedApril 9, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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