Quarterly report pursuant to Section 13 or 15(d)

Subsequent Events

v3.19.1
Subsequent Events
3 Months Ended
Mar. 31, 2019
Subsequent Events [Abstract]  
Subsequent Events
13.

Subsequent Events


On April 25, 2019, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (the “Investors”) for the sale by the Company of 847,750 shares (the “Common Shares”) of the Company’s common stock, at a purchase price of $1.10 per share. Concurrently with the sale of the Common Shares, pursuant to the Purchase Agreement, the Company also sold common stock purchase warrants to such Investors to purchase up to an aggregate of 847,750 shares of common stock (the “Warrants”). The Company sold the Common Shares and Warrants for aggregate gross proceeds of approximately $932,525. Subject to certain beneficial ownership limitations, the Warrants will be initially exercisable on the six-month anniversary of the issuance date at an exercise price of $1.375 per share, subject to adjustments as provided under the terms of the Warrants, and include a floor in the provision on voluntary adjustments to the then-current exercise price. The Warrants are exercisable for five years from the initial exercise date. The closing of the sales of these securities under the Purchase Agreement occurred on April 29, 2019.


The estimated net proceeds from the transactions were approximately $692,248 after deducting certain fees due to the placement agent, discussed below, and the Company’s estimated transaction expenses. The net proceeds will be used for working capital purposes. The Common Shares were offered and sold by the Company pursuant to an effective shelf registration statement on Form S-3, which was filed with the Securities and Exchange Commission (the “SEC”) on December 18, 2018 and subsequently declared effective on February 7, 2019 (File No. 333-228882), and the base prospectus contained therein. The Company filed a prospectus supplement with the SEC in connection with the sale of the Common Shares.


The Warrants and the shares issuable upon exercise of the Warrants were sold without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and Rule 506 promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws.


In connection with the transactions described above, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with Roth Capital Partners, LLC (“Roth”), pursuant to which Roth agreed to serve as exclusive placement agent for the issuance and sale of the Common Shares and Warrants. The Company agreed to pay Roth an aggregate fee equal to 7.0% of the gross proceeds received by the Company from the sale of the securities in the transactions. Pursuant to the Placement Agency Agreement, the Company also agreed to grant to Roth or its designees warrants to purchase up to 10% of the aggregate number of shares of Common Stock sold in the transactions, or 84,775 shares (the “Roth Warrants”), which Roth Warrants shall be issued in two series of warrants (50% of the Roth Warrants in each series) and the second series of warrants shall vest ratably upon the exercise of the first series of warrants. The Roth Warrants have substantially the same terms as the Warrants, except that the Roth Warrants have an expiration date of April 25, 2024. The Roth Warrants and the shares issuable upon exercise of the Roth Warrants were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and in reliance on similar exemptions under applicable state laws. The Company also agreed to reimburse Roth for $50,000 of its expenses incurred by it in connection with the offering.