Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed,
Among other things, the Amendment Agreement amends the Agreement in the
following material respects: (i) reduce the aggregate purchase price from
As previously disclosed, the Company entered into a Securities Purchase
Agreement (the "Securities Purchase Agreement") regarding the issuance and sale
of shares of its Series X Convertible Preferred Stock, par value
On
On the Financing Closing Date, in connection with the Private Placement, the Company entered into a Registration Rights Agreement (the "Registration Rights Agreement") with the Investors. Pursuant to the Registration Rights Agreement, the Company has agreed to file a registration statement registering for resale the Conversion Shares (as defined below in Item 3.02). The Company has agreed to file such registration statement on or prior to the later of (i) the 45th calendar day following the conversion of the shares of the Preferred Stock into the Conversion Shares and (ii) the 75th calendar day following the Acquisition Closing Date.
The foregoing descriptions of the Amendment Agreement, the Securities Purchase Agreement Amendment and the Registration Rights Agreement, respectively, are not complete and are qualified in their entirety by reference to the full text of the Amendment Agreement, the Securities Purchase Agreement Amendment and the Registration Rights Agreement, each attached hereto as Exhibit 2.1, Exhibit 10.1, and Exhibit 10.2, respectively, which are each incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The Acquisition was completed in accordance with the terms and conditions of the
Amended Agreement. The Company completed the Acquisition in exchange for
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A copy of the Agreement was filed as Exhibit 2.1 to the Annual Report on Form
10-K filed by the Company with the
On the Financing Closing Date, in connection with the Acquisition, the Company
issued and sold an aggregate of 122,000 shares of Preferred Stock to the
Investors in accordance with the terms of the Amended Securities Purchase
Agreement. The shares of Preferred Stock issued and sold to each Investor were
priced at
The Private Placement was made in reliance upon an exemption from the
registration requirements under Section 4(a)(2) of the Securities Act of 1933,
as amended (the "Securities Act"), and Rule 506 of Regulation D as promulgated
by the
The shares of Preferred Stock are convertible into shares of the Company's
common stock, par value
A copy of the Securities Purchase Agreement was filed as Exhibit 10.68 to the Annual Report and a copy of the Securities Purchase Agreement Amendment is attached hereto as Exhibit 10.1. The foregoing description of the Amended Securities Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement and Securities Purchase Agreement Amendment, which are each incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security Holders.
The information included in Item 5.03 of this Current Report is hereby incorporated by reference into this Item 3.03.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
The Preferred Stock shall rank: (i) senior to all of the Common Stock, (ii)
senior to any class or series of capital stock of the Company hereafter created
specifically ranking by its terms junior to any Preferred Stock ("
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Stock ("
In the event of the Company's liquidation, dissolution or winding up, holders of
Preferred Stock will be entitled to, subject to prior and superior rights of the
holders of
The shares of Preferred Stock generally have no voting rights, except as otherwise expressly provided in the Certificate of Designation or as otherwise required by law. However, as long as any shares of Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of Preferred Stock, (i) alter or change adversely the powers, preferences or rights given to the Preferred Stock or alter or amend the Certificate of Designation, amend or repeal any provision of, or add any provision to, the Certificate of Incorporation or bylaws of the Company, or file any articles of amendment, certificate of designations, preferences, limitations and relative rights of any series of preferred stock, if such action would adversely alter or change the preferences, rights, privileges or powers of, or restrictions provided for the benefit of the Preferred Stock, (ii) issue further shares of Preferred Stock or increase or decrease (other than by conversion) the number of authorized shares of Preferred Stock or (iii) enter into any agreement with respect to any of the foregoing.
Subject to certain limitations, including that the Company possesses sufficient
unissued and otherwise unreserved shares of Common Stock under the Certificate
of Incorporation, each share of Preferred Stock is convertible, at any time at
the option of the holder thereof or the Company, into a number of shares of
Common Stock equal to the Stated Value of each share divided by the conversion
price of
Commencing after
A copy of the Certificate of Designation is filed as Exhibit 3.1 hereto and is incorporated herein by reference. The foregoing description of the Certificate of Designation is not complete and is qualified in its entirety by reference to the full text of the Certificate of Designation.
Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits.
The financial statements required by Item 9.01(a) and Item 9.01(b) are not
included in this filing. The required financial statements will be filed not
later than 71 calendar days after
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(d) Exhibits. Exhibit Number Description 2.1 # Amendment Agreement datedApril 1, 2020 3.1 # Certificate of Designation of Preferences, Rights and Limitations of Series X Convertible Preferred Stock 10.1 Amendment to the Securities Purchase Agreement datedMarch 30, 2020 10.2 # Registration Rights Agreement datedMarch 30, 2020 99.1 Press release of the Company datedApril 1, 2020
# Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) under Regulation S-K.
Forward-Looking Statements This document contains forward-looking information related to the Company. This forward-looking information generally includes statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as "believes," "plans," "anticipates," "expects," "intends," "strategy," "future," "opportunity," "may," "will," "should," "could," "potential," or similar expressions. All of the statements in this document, other than historical facts, are forward-looking statements and are based on a number of assumptions that could ultimately prove inaccurate and cause actual results to materially deviate from forward-looking statements. Forward-looking statements in this document include, among other things, statements with respect to the expected conversion of the Preferred Stock into shares of Common Stock. Such statements are subject to risks and uncertainties, including, but not limited to, the obtaining of shareholder approval to increase the number of shares of Common Stock authorized by the Certificate of Incorporation. Other factors that could cause actual results to differ materially from those matters expressed in or implied by such forward-looking statements are set forth under "Risk Factors" in the Company's most recent annual report on Form 10-K and subsequent quarterly reports on Form 10-Q.
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