Forward-Looking Statements and Additional Information
Statements are made herein or incorporated herein that are forward-looking statements as defined by the Securities and Exchange
Commission (the SEC). All statements, other than statements of historical fact, included or incorporated herein that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the
future are forward-looking statements. These statements are not guarantees of future events or the Companys future performance and are subject to risks, uncertainties and other important factors that could cause events or the Companys
actual performance or achievements to be materially different than those projected by the Company. For a full discussion of these risks, uncertainties and factors, the Company encourages you to read its documents on file with the SEC. Except as
required by law, the Company does not intend to update or revise its forward-looking statements, whether as a result of new information, future events or otherwise.
In accordance with General Instruction B.2. of Form 8-K, the information contained in Item 2.02 and
Exhibit 99.1 attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall
they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
||Unregistered Sales of Equity Securities |
The description of the Consent and Amendment
set forth under Item 1.01 is incorporated herein by reference.
The Consent and Amendment was entered into, and the amended and restated
SPA Warrants are being issued in reliance upon, the exemption from registration afforded by Section 3(a)(9) of the Securities Act and corresponding provisions of state securities laws. No consideration was received by the Company in connection
with the Consent and Amendment or the restated warrants.
The Company received exercise notices under the SPA Warrants at the reduced
exercise price during the Restricted Exercise Period for an aggregate exercise price of $10,021,739, and as a result, the Exercise Condition was satisfied. At settlement, the Company will issue 35,791,927 shares of common stock to such holders as a
result of such exercise.
In connection with the issuance of shares of common stock upon exercise of the SPA warrants, the Company is
relying on the exemption from registration afforded by Section 4(a)(2) and Regulation D (Rule 506) of the Securities Act of 1933, as amended (the Securities Act), based on representations to the Company made by the warrant holders
that they are accredited investors as such term is defined under Regulation D of the Securities Act. Until registered, the shares of common stock issued upon such exercise may not be offered or sold in the United States absent
registration or availability of an applicable exemption from registration.