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Subsequent Events
3 Months Ended
Mar. 31, 2018
Subsequent Events  
Subsequent Events

Note 11 – Subsequent Events

As previously disclosed, the Company recently commenced a private offering of Series A Convertible Preferred Stock (the “Convertible Preferred Stock”), which include associated warrants (the “Convertible Preferred Equity Offering”).  In connection with the Convertible Preferred Equity Offering, on April 11, 2018, we entered into backstop commitment agreements (the “Backstop Agreements”) with accounts managed by (i) York Capital Management Global Advisors LLC and its affiliates (the “York Group”), (ii) Valinor and its affiliates (the “Valinor Group”), and (iii) Halcyon and its affiliates (the “Halcyon Group”) pursuant to which the York Group, the Valinor Group, and the Halcyon Group (each a “Backstop Party”) each agreed to purchase, at our election, up to approximately $23.2 million, $8.0 million and $3.8 million, respectively, in shares of Convertible Preferred Stock, which include associated warrants. Such warrants represent the right to acquire in the aggregate 50 basis points (0.50%) of the fully diluted shares of all outstanding Company common stock on the exercise date with a strike price of $0.01 per share.

In exchange for each Backstop Party’s commitment under its Backstop Agreement, we agreed to issue to such Backstop Party, or its designated affiliates, additional shares of Company common stock ranging from approximately 219 thousand shares of Company common stock up to approximately 328 thousand shares of Company common stock in aggregate, dependent on the timing of closing of the Convertible Preferred Equity Offering. 

In addition, we agreed to pay the Backstop Parties a fee (the “Drawdown Fee”) equal to two and three quarters percent (2.75%) of the portion of the backstop amounts drawn on by us.  The Drawdown Fee will be paid in additional shares of Company common stock up to approximately 200 thousand shares of Company common stock in aggregate.

We also agreed to indemnify each Backstop Party under certain circumstances for losses arising out of or in connection with its Backstop Agreement, the definitive documentation related to the Convertible Preferred Equity Offering, or the transactions contemplated thereby.  The Backstop Parties have the right to terminate the Backstop Agreements under certain circumstances, including if the closing of the Convertible Preferred Equity Offering does not occur on or before August 9, 2018, unless extended by the mutual consent of the parties. 

There can be no assurance that the Company will be successful in raising capital at all or on terms acceptable to the Company. The Company has not yet sold any shares of Convertible Preferred Stock, which include associated warrants, in the Convertible Preferred Equity Offering.