This is not executing the agreement, it's registering the shares (along with others) in case they need to be issued at some future date (I highly doubt it).
It was a requirement of the deal (see below). It also must be declared EFFECTIVE by the SEC (there will be an EFFECT filing when/if it is).
They have dropped the minimum price from 18 cents to 14 cents.
Interestingly, the way the doc is worded, it appears to be that at a WVAP of 14 cents, they could "put" shares to Kodiak at 14 cents each, instead of a discounted price.
Kodiak is not an investor, they are a toxic note lender. They will not be holding the shares put to them so the fact that the shares plus warrants exceed 5% ownership is immaterial.
Net-net, this filing is nothing good or bad, just routine for the Kodiak agreement.
Pursuant to the Purchase Agreement, subject to the filing of a registration statement by the Company pursuant to the Registration Rights Agreement and it becoming effective under the Securities Act of 1933, the Investor has committed to purchase up to 37,500,000 shares of Common Stock upon delivery by the Company to the Investor of “Put Notices” from time to time, at a price equal to the greater of (i) $0.18 per share and (ii) 80% of the lowest daily volume weighted average price of the Company’s common stock during the three trading days following the delivery of the applicable Put Notice (the “VWAP Price”), but in no event at a price greater than $0.50 per share. Notwithstanding the foregoing, the Investor will not be required to purchase Common Stock under a Put Notice if the VWAP price during the applicable valuation period is less than $0.18 per share.
"There's a sucker born every minute, 2 to take him and 4 to lend him toxic debt" PT Barnum's investment advisor.
AI
