Subsequent Events |
3 Months Ended |
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Mar. 31, 2017 | |
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8. Subsequent Events
Series E Preferred Stock Financing
On May 3, 2017, the Company entered into a Securities Purchase Agreement to sell 1,000,000 shares of a new Series E Preferred Stock, par value $0.001 per share (“Preferred Shares”), to Schneider Finance LLC (the “Purchaser”), an accredited investor and affiliate of Schneider Brothers Ltd., a global closed investment fund, at a purchase price of $20.00 for each Preferred Share for aggregate gross proceeds of $20,000,000 (the “Series E Preferred Stock Financing”). The transaction is expected to close in the second quarter and there are no conditions precedent or further obligations prior to the close. SB Securities Ltd., an affiliate of Schneider Brothers Ltd. has entered into a guarantee to the benefit of the Company that guarantees the payment of the $20,000,000 investment. The Company did not grant any warrants in connection with the Series E Preferred Stock Financing.
Series B Preferred Stock Amendment
On May 3, 2017, the Company filed an Amendment to Certificate of Designation of the Relative Rights and Preferences of the Series B Preferred Stock with the Nevada Secretary of State to amend the definition of a “Fundamental Transaction” therein to exclude from the definition certain financing transactions, including the Series E Preferred Stock Financing (the “Series B Amendment”). The Series B Amendment was approved by the holders representing a majority of the aggregate Series B Preferred Stock outstanding and the designee under the Certificate of Designation, and unanimously approved by the Board of Directors of the Company. In connection with the Series B Amendment, the Company also entered into an amendment with each of the investors holding warrants issued in connection with the private placement of the Series B Preferred Stock (the “Warrant Amendments”) to amend the definition of “Fundamental Transaction” in the same way.
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