Item 8.01 Other Events.
On
As of
? To clarify that the holder of the Note isAcuitas Group Holdings, LLC , aCalifornia limited liability company, of whichMr. Peizer is the sole member and chairman, and which acts as his personal investment vehicle ("Acuitas"); ? To add a convertibility feature to the Note, which will enable Acuitas to convert the Note at the option ofMr. Peizer at any time during the life of the Note, at a conversion price of$0.1156 per common share; and ? To change the warrant coverage provision of the Note to clarify that Acuitas has received a common stock purchase warrant that enables it to purchase up to 13,840,830 shares of the common stock of the Company, par value$0.000001 per share, at an exercise price per share of$0.1156 (the "Warrant").
No other provisions of the Note have been amended. The Note and the Warrant were issued in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.
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