ITEM 1.01 Entry Into a Material Definitive Agreement.
Pursuant to the Warrant Exchange Agreements, the Senior Warrantholders agreed to the following limitations on the resale of the Shares:
assign or otherwise transfer up to 10% of the number of Shares issued to it.
sell, pledge, assign or otherwise transfer up to an additional 25% of the number of Shares issued to it (up to an aggregate of 35% inclusive of the 10% set forth in the bullet point above).
any trading day in an amount, in the aggregate, exceeding 15% of the composite aggregate share trading volume of the Company's common stock measured at the time of each sale of securities during such trading day as reported on
· However, each Senior Warrantholder may sell Shares in excess of those permitted
under the bullet points above on any trading day on which the VWAP for the Company's Common Stock for the preceding trading day is at least
$0.19or less than $0.02.
The Warrant Exchange Agreements contain customary covenants regarding maintenance by the Company of current reporting status under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. The Warrant Exchange Agreements also reference the Company's impending reverse stock split and contain provision for adjustment of share and share price adjustments pro rata with the amount of the reverse stock split. The Warrant Exchange Agreements affect all of the warrants to purchase 17,281,107 shares of the Company's common stock issued in conjunction with the
ITEM 5.02. Departure of Director.
ITEM 9.01. EXHIBITS
10.63 Form of Warrant Exchange Agreement, dated