STOP PANIC: ALL VFF LONGS PLEASE READ. NO NEED TO PANIC.
The bought deal for 9M shares at 5.3 were restricted through yesterday (no selling and no shorting allowed). As of today those restrictions are lifted. Now you understand what's going on. ALL IS WELL...
Eric GO VFF.
Lock-up Agreement
We have agreed with each purchaser and Placement Agent for a period of 75 days after the closing of this offering not to issue any Common Shares or any securities equivalent to the Common Shares, except that such restriction shall not apply with respect to the issuance of (i) Common Shares and Warrants (and Common Shares issuable upon exercise thereof) in this offering, (ii) Common Shares or options to employees, officers, consultants or directors of the Company pursuant to any stock or option plan or arrangement duly adopted for such purpose, by a majority of the non-employee members of the our board of directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (iii) non-registered equity or debt securities in connection with strategic transactions, (iv) securities upon the exercise or exchange of or conversion of any securities in this offering and/or other securities exercisable or exchangeable for or convertible into Common Shares issued and outstanding on the date hereof, provided that such securities have not been amended since the date hereof to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations or anti-dilution provisions) or to extend the term of such securities, and (v) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital. The purchasers which purchased a majority of the Common Shares in the offering and the Placement Agent may also at any time or from time to time before the termination of the lock-up period waive such restrictions.
Leak-Out Agreements
In addition, the Company and each purchaser entered into a leak-out agreement (each, a “Leak-Out Agreement”) wherein the purchaser (together with certain of its affiliates) agreed, on any trading day from the date of the Leak-Out Agreement until November 12, 2020 (a “Restricted Period”), to not sell, dispose or otherwise transfer, directly or indirectly (including, without limitation, any sales, short sales, swaps or any derivative transactions that would be equivalent to any sales or short positions), Common Shares or any equivalent thereof in an amount greater than 25% of the trading volume of the Common Shares on the Nasdaq Capital Market on such trading day, subject to certain exceptions, during any trading day during the Restricted Period that the price of the Common Shares is less than $5.75 per Common Share.
