Item 1.01 Entry into a Material Definitive Agreement
The Warrants are exercisable for a period of five years from their issue date. The exercise price with respect to the Warrants is
Registration Rights Agreement
In connection with the sale of the Shares and Warrants in the Offerings, we entered into a registration rights agreement (the "Registration Rights Agreement") with the Purchasers, pursuant to which we agreed to register all of the Shares and shares of our Common Stock underlying the Warrants (the "
If the Registration Statement is not filed by the Filing Date or declared effective by the Required Effective Date, the Company is required to pay partial liquidated damages in cash to each Purchaser in the amount equal to 2% of the purchase price paid for the Shares and Warrants then owned by such Purchaser for each 30-day period for which the Company is non-compliant.
The foregoing descriptions of the terms of the Purchase Agreement and the form of Warrant are qualified in their entirety by reference to the provisions of the agreements filed as Exhibits 10.1 and 4.1, respectively, to the Current Report on Form 8-K filed with the
Item 3.02 Unregistered Sales of
Reference is made to the disclosure set forth under Item 1.01 of this Report, which disclosure is incorporated herein by reference.
The sale and the issuance of the Units, Shares and Warrants were offered and sold in reliance upon exemptions from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act") and Rule 506 of Regulation D promulgated under the Securities Act ("Regulation D"). We made this determination based on the representations of each Purchaser which included, in pertinent part, that each such Purchaser was (a) an "accredited investor" within the meaning of Rule 501 of Regulation D or (b) a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act and upon such further representations from each Purchaser that (i) such Purchaser is acquiring the securities for his, her or its own account for investment and not for the account of any other person and not with a view to or for distribution, assignment or resale in connection with any distribution within the meaning of the Securities Act, (ii) the Purchaser agrees not to sell or otherwise transfer the purchased shares unless they are registered under the Securities Act and any applicable state securities laws, or an exemption or exemptions from such registration are available, (iii) the Purchaser has knowledge and experience in financial and business matters such that he, she or it is capable of evaluating the merits and risks of an investment in us, (iv) the Purchaser had access to all of our documents, records, and books pertaining to the investment and was provided the opportunity to ask questions and receive answers regarding the terms and conditions of the offering and to obtain any additional information which we possessed or were able to acquire without unreasonable effort and expense, and (v) the Purchaser has no need for the liquidity in its investment in us and could afford the complete loss of such investment. In addition, there was no general solicitation or advertising for securities issued in reliance upon Regulation D.
Item 9.01 Financial Statements and Exhibits
Exhibit No. Description 4.1 Form of Warrant for
April 30, 2014& June 19, 2014Offering (1) 10.1 Form of Securities Purchase Agreement for April 30, 2014& June 19, 2014Offering (1) 10.2 Form of Registration Rights Agreement entered into with Purchasers for April 30, 2014& June 19, 2014Offering (1) Filed as an Exhibit on Current Report to Form 8-K with the SECon May 6, 2014. 2