Offering Summary
Securities Offered
We are distributing to you, at no charge, one non-transferable subscription right for each share of our common stock that you owned as of 5:00 p.m., Eastern Time, on April 29, 2019, either as a holder of record or, in the case of shares held of record by custodian banks, brokers, dealers or other nominees on your behalf, as a beneficial owner of such shares.
Basic Subscription Rights
Each subscription right will entitle the holder to purchase a unit (the “Unit”) consisting of 0.3 shares of our common stock and a warrant to purchase 0.075 shares of our common stock (representing 25% warrant coverage) (a “Basic Subscription Right”). The price for each share of common stock in the offering and the related warrant will be at the Initial Price (as defined below), which shall be paid in cash. To the extent that the Alternate Price (as defined below) is lower than the Initial Price, any excess subscription amounts paid by a subscriber will be put towards the purchase of additional units in the rights offering. The warrants for common stock will have an exercise price of $7.00 per share and are exercisable within 7 years of the closing of the offering.
Over-Subscription Rights
We do not expect that all of our stockholders and 2015 Warrant Holders will exercise all of their Basic Subscription Rights. If you fully exercise your Basic Subscription Right and other stockholders and 2015 Warrant Holders do not fully exercise their Basic Subscription Rights, the over-subscription right of each subscription right entitles you to subscribe for additional Units unclaimed by other holders of subscription rights in this rights offering at the same subscription price per share. If an insufficient number of shares is available to fully satisfy all over-subscription right requests, the available shares will be distributed proportionately among rights holders who exercise their over-subscription right based on the number of shares each rights holder subscribed for under the Basic Subscription Right. The proration process will be repeated until all Units have been allocated or all over-subscription exercises have been fulfilled, whichever occurs earlier.
Subscription Price
The subscription price for each share of common stock in the offering and the related warrant will be the lesser of (i) $5.50 (the “Initial Price”) and (ii) ninety-five (95%) percent of the volume weighted average price of our common stock for the twenty-five trading day period through and including on the Expiration Date (as defined below) but not less than $4.00 per share (the “Alternate Price”). Subscribers must fund their subscriptions pursuant to both the Basic Subscription Right and over-subscription right at the Initial Price. To be effective, any payment related to the exercise of a Right must clear prior to the expiration of the rights offering.
Excess Subscription Amount
If, on the Expiration Date, the Alternate Price is lower than the Initial Price, any excess subscription amounts paid by a subscriber (the “Excess Subscription Amount”) will be put towards the purchase of additional Units in the rights offering. For more information, see “Questions and Answers About the Rights Offering” below.
"It is difficult to get a man to understand something, when his salary depends upon his not understanding it."
Upton Sinclair
