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Re: joshalex5 post# 44490

Tuesday, 12/15/2015 12:57:35 PM

Tuesday, December 15, 2015 12:57:35 PM

Post# of 459685
According to the March S-1, in March 2014, there were a number of institutions purchasing Convertible Debentures (pre-split), $10M in aggregate. It doesn't detail the amount for each...

Recent Sales of Unregistered Securities.

Our Company has issued the following securities during the past three (3) years without registering the securities under the Securities Act:

On October 22, 2014, the Company entered into a Securities Purchase Agreement with Lincoln Park, for an equity investment of $500,000 at $0.25 per share of the Company’s common stock. Pursuant to the terms of such purchase agreement, the Company agreed to sell, and Lincoln Park agreed to purchase, 2,000,000 shares of common stock. In addition to such shares, the Company agreed to issue to the Lincoln Park two series of warrants representing the right to purchase an aggregate of 4,000,000 shares of Common Stock. The securities were issued pursuant to an exemption from registration pursuant to the provisions of and related to Section 4(a)(2) of the Securities Act.

On March 13, 2014, the Company entered into a Securities Purchase Agreement with certain purchasers identified therein pursuant to which the Company agreed to sell, and the purchasers agreed to purchase, Senior Convertible Debentures due March 18, 2044 in the aggregate principal amount of $10,000,000. In addition to the Debentures, the Company agreed to issue to the purchasers two series of warrants representing the right to purchase up to an aggregate of 67,666,666 shares of the Company’s common stock. The purchase and sale of the debentures and warrants was consummated on March 18, 2014, and resulted in gross proceeds to the Company in the amount of $10,000,000, before deducting agent fees and other transaction-related expenses. The purchasers were: Auriga Global Investors SU, SA; Auriga Investors-Montserrat Global Fund; Hudson Bay Master Fund LTD; DAFNA LifeScience LP; DAFNA LifeScience Market Neutral L.P.; DAFNA LifeScience Select L.P.; Joann Mostovoy; Sabby Healthcare Volatility Master Fund, Ltd.; Sabby Volatility Warrant Master Fund, Ltd.; Sphera Global Healthcare Master Fund; and HFR HE Sphera Global Healthcare Master Trust. Additionally, in connection with the transaction, Maxim Partners LLC (an affiliate of Maxim Group LLC who served as the exclusive placement agent), was issued warrants representing the right to purchase up to an aggregate of 1,000,000 shares of the Company’s common stock. The securities were issued pursuant to an exemption from registration pursuant to the provisions of and related to Section 4(a)(2) of the Securities Act.
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  • 5Y
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