New 8k:
Item 1.01. Entry into a Material Definitive Agreement
As previously reported, the Company previously entered into registered direct
offerings with certain institutional investors, which closed on November 25,
2013, December 24, 2015 and March 3, 2016 (collectively, the “Offerings”), and
included, respectively, Common Stock Purchase Warrants exercisable for five
years at $5.35 per share (the “November Warrants”), Common Stock Purchase
Warrants exercisable for five years following the six month anniversary of
their issuance at $4.50 per share (the “December Warrants) and Series A Common
Stock Purchase Warrants exercisable for five years following the six month
anniversary of their issuance at $2.25 per share (the “Series A Warrants” and,
collectively with the November Warrants and the December Warrants, the “Prior
Warrants”).
On September 15, 2016, the Company entered into agreements (the “Agreements”)
with certain holders (the “Holders”) of the Prior Warrants, pursuant to which
the Holders are exercising their Prior Warrants to purchase 3,486,814 shares
of Common Stock, in the aggregate. In consideration, the Company agreed to
reduce the exercise price of the Prior Warrants to $0.35 per share, for gross
proceeds of approximately $1,220,384, and agreed to issue new Series G Common
Stock Purchase Warrants (the “Series G Warrants”) to purchase up to 3,486,814
shares of Common Stock at an exercise price of $0.52 per share (subject to
customary adjustments such as for stock splits and dividends), with an
exercise period of five years, commencing six months after issuance.
In addition, the Company entered into a Registration Rights Agreement with the
Holders pursuant to which the Company will file a registration statement with
the SEC under the Securities Act of 1933, as amended, covering the resale of
the shares underlying the exercise of the Series G Warrants (the “Registrable
Securities”) within 30 days after execution of the Registration Rights
Agreement.
The Company plans to use the proceeds of the offering for costs related to
preparing for and initiating Phase II clinical trials, and working capital.
The foregoing summaries of the terms of the Agreements, the Series G Warrants,
the Registration Rights Agreement and the Engagement Agreement, are subject
to, and qualified in their entirety by, such documents attached hereto as
Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, and are incorporated herein
by reference.
Item 3.02 Unregistered Sales of Equity Securities
The information contained above in Item 1.01 is hereby incorporated by
reference into this Item 3.02. The issuance of the Series G Warrants by the
Company and the shares of Common Stock issuable upon exercise of the Series G
Warrants is exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933, as amended, and Rule 506(b) promulgated thereunder.
AI
