The Executive Committee of the Company’s Board of Directors (the “Board”) determined to conduct an independent investigation, which will be overseen by the Audit Committee, which consists solely of independent directors, related to: whether Company management had the proper authorization to issue the Notes and the related shares issuable upon conversion of the Notes, as well as certain other debt instruments and equity transactions; issues related to the accounting for and disclosure of certain expenses incurred by management; and the appropriateness and disclosure of certain related party transactions. As previously announced, on March 11, 2019, David Lethem, the Company’s Chief Financial Officer, notified the Company of his resignation. On March 15, 2019, Michael Palleschi, the Company’s Chief Executive Officer, was placed on administrative leave pending the outcome of the investigation. The Company has been in discussions with the Exchange about the issuances described above, including whether there have been violations of its listing rules in connection with these transactions.
