I am not sure anyone here has provided a satisfactory or even preliminary explanation for why Sabby and Ionic chose to do what they did...especially considering that most folks here think the stock is going to zero...
Item 1.01. Entry into a Material Definitive Agreement.
Exercise Agreement with Sabby
On October 17, 2018, Airborne Wireless Network (the “ Company ”) and Sabby Volatility Warrant Master Fund, Ltd. (“ Sabby ”) entered into that certain Exercise Agreement (the “ Sabby Exercise Agreement ”) pursuant to which Sabby, which holds certain shares of the Company’s Series A Convertible Preferred Stock (“ Preferred Stock ”), Series 1 Warrants to purchase shares of the Company’s Preferred Stock (the “ Series 1 Warrants ”), Series 2 Warrants to purchase shares of the Company’s Preferred Stock (the “ Series 2 Warrants ”) and Series 3 Warrants to purchase shares of the Company’s Preferred Stock (the “ Series 3 Warrants ,” together with the Series 1 Warrants and the Series 2 Warrants, the “ Warrants ”), agreed that it will exercise a minimum of $600,000 of its Warrants
on or immediately following the effective date of the Sabby Exercise Agreement (the “ Effective Date ”).
In connection with and pursuant to the terms of the Sabby Exercise Agreement, Sabby also agreed to enter into a lock-up agreement with the Company under which it agreed to refrain from selling, offering for sale or otherwise transferring any shares of Preferred Stock, shares of the Company’s common stock, Warrants or other securities of the Company for sixty days, except that the transfer restrictions will not apply:
(i) during the thirty-day period beginning on the date of Sabby’s exercise of its Warrants; and
(ii) during the subsequent thirty-day period after the first thirty days if Ionic Ventures LLC (“ Ionic ”), which also holds Warrants and entered into an agreement with the Company, does not elect to exercise on November 16, 2018, and Sabby instead exercises an additional $600,000 of Warrants.
The Company and Sabby each also agreed to use reasonable best efforts to take all required action to amend the terms of the Series 1 Warrants and the Series 2 Warrants to extend the expiration date of each to May 29, 2019 from November 29, 2018. The Sabby Exercise Agreement was also conditioned upon each other holder of Warrants signing lock-up agreements similar to the version signed by Sabby.
There is no material relationship between the Company or its affiliates and Sabby, other than in respect of the Sabby Exercise Agreement, the lock-up agreement between the Company and Sabby described below and Sabby’s ownership of Warrants and Preferred Stock. This description of the Sabby Exercise Agreement does not purport to be complete and is qualified in its entirety by reference to the terms of the Sabby Exercise Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by this reference.
Exercise Agreement with Ionic Ventures
On October 17, 2018, the Company and Ionic entered into that certain Exercise Agreement (the “ Ionic Exercise Agreement ”) pursuant to which the Company and Ionic, which holds certain shares of Preferred Stock and Warrants, agreed that Ionic will have the right to exercise a minimum of $600,000 of its Warrants on November 16, 2018. In connection with and pursuant to the terms of the Ionic Exercise Agreement, Ionic also agreed to enter into a lock-up agreement with the Company under which it agreed to refrain from selling, offering for sale or otherwise transferring any shares of Preferred Stock, shares of the Company’s common stock, Warrants or other securities of the Company for sixty days, except that the transfer restrictions will not apply for the second 30 days of the lock-up agreement if Ionic elects to exercise $600,000 of the Warrants under the Ionic Exercise Agreement on November 16, 2018.
The Company and Ionic each also agreed to use reasonable best efforts to take all required action to amend the terms of the Series 1 Warrants and the Series 2 Warrants to extend the expiration date of each to May 29, 2019 from November 29, 2018. The Ionic Exercise Agreement was also conditioned upon each other holder of Warrants signing lock-up agreements similar to the version signed by Ionic.
There is no material relationship between the Company or its affiliates and Ionic, other than in respect of the Ionic Exercise Agreement, the lock-up agreement between the Company and Ionic described below and Ionic’s ownership of Warrants and Preferred Stock. This description of the Ionic Exercise Agreement does not purport to be complete and is qualified in its entirety by reference to the terms of the Ionic Exercise Agreement, which is attached hereto as Exhibit 10.2 and incorporated herein by this reference.
