As filed with the Securities and Exchange Commission on January 10,
2020
Registration
No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933
ENDRA LIFE SCIENCES INC.
(Exact name of registrant as specified in its charter)
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Delaware
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26-0579295
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(State or other jurisdiction of incorporation or
organization)
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(I.R.S. Employer Identification No.)
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ENDRA
Life Sciences Inc.
3600
Green Court, Suite 350
Ann
Arbor, MI 48105
(734)
335-0468
(Address, including zip code, and telephone number, including area
code, of registrant’s principal executive
offices)
Francois
Michelon
Chief
Executive Officer
ENDRA
Life Sciences Inc.
3600
Green Court, Suite 350
Ann
Arbor, MI 48105
(734)
335-0468
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copy
to:
Mark R.
Busch
K&L
Gates LLP
214
North Tryon Street, 47th Floor
Charlotte,
North Carolina 28202
(704)
331-7440
From time to time after the effective date of this registration
statement.
(Approximate date of commencement of proposed sale to the
public)
If the
only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check
the following box. ☐
If any
of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box.
☒
If this
Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. ☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier
effective registration statement for the same offering.
☐
If this
Form is a registration statement pursuant to General Instruction
I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e)
under the Securities Act, check the following box.
☐
If this
Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant
to Rule 413(b) under the Securities Act, check the following box.
☐
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated
filer,” “smaller reporting company” and
“emerging growth company” in Rule 12b-2 of the Exchange
Act (check one):
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Large
accelerated filer ☐
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Accelerated
filer ☐
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Non-accelerated
filer ☒
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Smaller
reporting company ☒
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Emerging
growth company ☒
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If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided to
Section 7(a)(2)(B) of the Securities Act. ☒
CALCULATION OF REGISTRATION FEE
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Title
of Each Class of Securities to be Registered
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Amount to be
Registered (1)(2)
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Proposed Maximum
Offering Price Per Share (3)
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Proposed Maximum
Aggregate Offering Price
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Amount of
Registration Fee
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Common stock, par
value $0.0001 per share
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25,644,002
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$1.85
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$47,313,183.69
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$6,141.25
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(1)
In accordance with
Rule 416 under the Securities Act of 1933, as amended (the
“Securities Act”), this registration statement shall be
deemed to cover an indeterminate number of additional shares to be
offered or issued from stock splits, stock dividends or similar
transactions with respect to the shares being
registered.
(2)
Includes (i)
904,526 shares of common stock, par value $0.0001 per share
(“Common Stock”), issued in a private placement that
closed on December 11, 2019 (the “First Private
Placement”); (ii) 7,191,873 shares of Common Stock that are
issuable upon conversion of the Company’s Series A
Convertible Preferred Stock, par value $0.0001 per share (the
“Series A Preferred Stock”), issued in the First
Private Placement; (iii) 8,096,399 shares of Common Stock that are
issuable upon exercise of the warrants that were issued with the
Series A Preferred Stock, including warrants issued to the
placement agent in the First Private Placement; (iv) an estimated
8,660,410 shares of Common Stock that may be issuable in respect of
accrued but unpaid dividends on shares of Series A Preferred Stock;
(v) 232,461 shares of
Common Stock that are issuable upon conversion of the
Company’s Series B Convertible Preferred Stock, par value
$0.0001 per share (the “Series B Preferred Stock”),
issued in a private placement that closed on December 23, 2019 (the
“Second Private Placement”); (vi) 278,948 shares of Common Stock that are
issuable upon exercise of the warrants that were issued with the
Series B Preferred Stock, including warrants issued to the
placement agent in the Second Private Placement; and (vii) an
estimated 279,385 shares
of Common Stock that may be issuable in respect of accrued but
unpaid dividends on shares of Series B Preferred
Stock.
(3)
Estimated solely
for the purpose of calculating the registration fee pursuant to
Rule 457(c) under the Securities Act. Based on the average of the
high and low reported trading prices of Common Stock as reported on
the Nasdaq Capital Market on January 8, 2020.
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until
the Registrant shall file a further amendment which specifically
states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of
1933, as amended, or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
i
The information in this prospectus is not complete and may be
changed. The selling stockholders may not sell these securities
until the registration statement filed with the Securities and
Exchange Commission is effective. This prospectus is not an offer
to sell these securities and the selling stockholders are not
soliciting an offer to buy these securities in any state where the
offer or sale is not permitted.
Subject to completion, dated January 10, 2020
ENDRA Life Sciences Inc.
Prospectus
25,644,002 Shares of Common Stock for sale by the Selling
Stockholders
This
prospectus relates to the resale or other disposition from time to
time of up to 25,644,002 shares of our common stock, par value
$0.0001 per share (“Common Stock”), in connection with
a private placement that closed on December 11, 2019 (the
“First Private Placement”) and a private placement that
closed on December 23, 2019 (the “Second Private
Placement”), by the persons described in this prospectus,
whom we call the “Selling Stockholders,” identified in
the section of this prospectus entitled “Selling
Stockholders.” Of these shares, (i) 904,526 shares were
issued in the First Private Placement; (ii) 7,191,873 shares are
issuable upon conversion of the Company’s Series A
Convertible Preferred Stock, par value $0.0001 per share (the
“Series A Preferred Stock”), issued in the First
Private Placement; (iii) 8,096,399 shares are issuable upon
exercise of the warrants that were issued with the Series A
Preferred Stock, including warrants issued to Lake Street Capital
Markets, LLC (“Lake Street”) and its designees in
connection with Lake Street’s services as placement agent in
the First Private Placement (collectively, the “Series A
Warrants”); (iv) an estimated 8,660,410 shares may be
issuable in respect of accrued and unpaid dividends on shares of
Series A Preferred Stock; (v) 232,461 shares are issuable upon
conversion of the Company’s Series B Convertible Preferred
Stock, par value $0.0001 per share (the “Series B Preferred
Stock”), issued in the Second Private Placement; (vi) 278,948
shares are issuable upon exercise of the warrants that were issued
with the Series B Preferred Stock, including warrants issued to
Lake Street and its designees in connection with Lake
Street’s services as placement agent in the Second Private
Placement (collectively, the “Series B Warrants”); and
(vii) an estimated 279,385 shares may be issuable in respect of
accrued and unpaid dividends on shares of Series B Preferred Stock
(all such shares of Common Stock described in (i) through (vii)
above, the “Securities”).
We are
registering the Securities as required by the terms of the
registration rights agreement among the investors in the First
Private Placement, the investors in the Second Private Placement,
Lake Street and us. Such registration does not mean that the
Selling Stockholders will actually offer or sell any of the
Securities offered by this prospectus.
The
Securities may be sold by the Selling Stockholders from time to
time in the open market, through privately negotiated transactions
or a combination of these methods, at market prices prevailing at
the time of sale or at negotiated prices. The distribution of the
Securities by the Selling Stockholders is not subject to any
underwriting agreement. We will not receive any proceeds from the
sale of the Securities by the Selling Stockholders, although we
will receive the exercise price of any exercised Series A Warrants
and Series B Warrants paid to us by the Selling Stockholders, which
will be used for working capital and general corporate purposes. We
will bear all expenses of registration incurred in connection with
this offering, but all selling and other expenses incurred by the
Selling Stockholders will be borne by them.
Our
Common Stock is traded on the Nasdaq Capital Market under the
symbol “NDRA.” On January 8, 2020, the last reported
sale price for our Common Stock was $1.81 per share. The warrants
issued in our May 2017 initial public offering are listed on the
Nasdaq Capital Market under the symbol “NDRAW;”
however, the Series A Warrants and Series B Warrants issued in the
First Private Placement and Second Private Placement, respectively,
are not so listed.
We are
an “Emerging Growth Company” as defined in the
Jumpstart Our Business Startups Act of 2012 and, as such, have
elected to comply with certain reduced public company reporting
requirements for this prospectus and future filings. See
“Prospectus Summary − Implications of Being an Emerging
Growth Company.”
Our business and an investment in the Securities involve a high
degree of risk. Before making any investment in the Securities, you
should read and carefully consider risks described in the
“Risk Factors” section beginning on page 9 of this
prospectus.
You
should rely only on the information contained in this prospectus or
any prospectus supplement or amendment hereto. We have not
authorized anyone to provide you with different information. This
prospectus may only be used where it is legal to sell the
Securities. The information in this prospectus is only accurate on
the date of this prospectus, regardless of the time of any sale of
Securities.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of the Securities
or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
This
prospectus is dated January , 2020.
ii
You should rely only on the information contained in this
prospectus. We have not authorized any other person to provide you
with information that is different from that contained in this
prospectus. If anyone provides you with different or inconsistent
information, you should not rely on it. We take no responsibility
for, and can provide no assurance as to the reliability of, any
other information that others may give you. The Selling
Stockholders are offering to sell and seeking offers to buy the
Securities only in jurisdictions where offers and sales are
permitted. You should assume that the information contained in this
prospectus is accurate only as of the date of this prospectus,
regardless of the time of delivery of this prospectus or of any
sale of our Securities. Our business, financial condition, results
of operations and prospects may have changed since that date. We
are not making an offer of any Securities in any jurisdiction where
the offer is not permitted.
TABLE OF CONTENTS
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PROSPECTUS SUMMARY
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1
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THE OFFERING
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7
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RISK FACTORS
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8
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
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9
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USE OF PROCEEDS
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10
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DETERMINATION OF OFFERING PRICE
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10
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SELLING STOCKHOLDERS
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11
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PLAN OF DISTRIBUTION
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28
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DESCRIPTION OF CAPITAL STOCK
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30
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LEGAL MATTERS
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33
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EXPERTS
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33
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WHERE YOU CAN FIND MORE INFORMATION
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34
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
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35
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iii
This
prospectus is part of a registration statement on Form S-3 that we
filed with the Securities and Exchange Commission (the
“SEC”) utilizing a “shelf” registration
process. Under this process, the Selling Stockholders may from time
to time, in one or more offerings, sell the shares of Common Stock
described in this prospectus.
In addition, a prospectus supplement may also add, update or change
the information contained or incorporated in this prospectus. Any
prospectus supplement will supersede this prospectus to the extent
it contains information that is different from, or that conflicts
with, the information contained or incorporated in this prospectus.
The registration statement we filed with the SEC includes exhibits
that provide more detail of the matters discussed in this
prospectus. You should read and consider all information contained
in this prospectus and the related registration statement and
exhibits filed with the SEC and any accompanying prospectus
supplement in making your investment decision. You should also read
and consider the information contained in the documents identified
under the headings “Where You Can Find More
Information” and “Incorporation of Certain Information
by Reference” in this prospectus.
Persons
who come into possession of this prospectus in jurisdictions
outside the United States are required to inform themselves about
and to observe any restrictions as to this offering and the
distribution of this prospectus applicable to that
jurisdiction.
Unless
otherwise stated or the context requires otherwise, references to
“ENDRA”, the “Company,” “we,”
“us” or “our” are to ENDRA Life Sciences
Inc.
iv
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PROSPECTUS SUMMARY
The following summary highlights selected information contained
elsewhere in or incorporated by reference in this prospectus. This
summary is not complete and does not contain all of the information
that should be considered before investing in our Securities.
Potential investors should read the entire prospectus carefully,
including the more detailed information regarding our business
provided in our Annual Report on Form 10-K for the fiscal year
ended December 31, 2018 (the “Form 10-K”) incorporated
herein by reference, the risks of purchasing our Securities
discussed under the “Risk Factors” section of the Form
10-K, and our financial statements and the accompanying notes to
the financial statements incorporated herein by
reference.
Our Company
We are
leveraging experience with pre-clinical enhanced ultrasound devices
to develop technology for increasing the capabilities of clinical
diagnostic ultrasound, to broaden patient access to the safe
diagnosis and treatment of a number of significant medical
conditions in circumstances where expensive X-ray computed
tomography (“CT”) and magnetic resonance imaging
(“MRI”) technology is unavailable or
impractical.
In
2010, we began marketing and selling our Nexus 128 system, which
combined light-based thermoacoustics and ultrasound to address the
imaging needs of researchers studying disease models in
pre-clinical applications. Building on this expertise in
thermoacoustics, we have developed a next-generation technology
platform — Thermo Acoustic Enhanced Ultrasound, or TAEUS
— which is intended to enhance the capability of clinical
ultrasound technology and support the diagnosis and treatment of a
number of significant medical conditions that currently require the
use of expensive CT or MRI imaging or where imaging is not
practical using existing technology.
We
ceased production of our Nexus 128 system as of January 1, 2019 and
stopped providing service support and parts for all existing Nexus
128 systems as of July 1, 2019 in order to focus our resources on
the development of our TAEUS technology.
Image below: An illustration of a typical cart-based ultrasound
system (left) with ENDRA’s first-generation technology
(right).
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Unlike the
near-infrared light pulses used in our legacy Nexus 128 system, our
TAEUS technology uses radio frequency, or RF, pulses to stimulate
tissues, using a small fraction (less than 1%) of the energy that
would be transmitted into the body during an MRI scan. The use of
RF energy allows our TAEUS technology to penetrate deep into
tissue, enabling the imaging of human anatomy at depths equivalent
to those of conventional ultrasound. The RF pulses are absorbed by
tissue and converted into ultrasound signals, which are detected by
an external ultrasound receiver and a digital acquisition system
that is part of the TAEUS system. The detected ultrasound is
processed into images using our proprietary algorithms and
displayed to complement conventional gray-scale ultrasound images.
The TAEUS imaging process is illustrated below:
We believe that our
TAEUS technology has the potential to add a number of new
capabilities to conventional ultrasound and thereby enhance the
utility of both existing and new ultrasound systems and extend the
use of ultrasound technology to circumstances that either require
the use of expensive CT or MRI imaging systems or where imaging is
not practical using existing technology.
Our TAEUS platform
is not intended to replace CT or MRI systems, both of which are
versatile imaging technologies with capabilities and uses beyond
the focus of our business. However, they are also expensive, with a
CT system costing approximately $1 million and an MRI system
costing up to $3 million. In addition, and in contrast to
ultrasound systems, due to their limited number and the fact that
they are usually fixed-in-place at major medical facilities, CT or
MRI systems are frequently inaccessible to patients.
To demonstrate the
capabilities of our TAEUS platform, we have conducted various
internal ex-vivo laboratory experiments and limited internal
in-vivo large animal studies. In our ex-vivo and in-vivo testing,
we have demonstrated that the TAEUS platform has the following
capabilities and potential clinical applications:
● Tissue Composition:
Our TAEUS technology enables ultrasound to distinguish fat from
lean tissue. This capability would enable the use of TAEUS-enhanced
ultrasound for the early identification, staging and monitoring of
NAFLD, a precursor to nonalcoholic steatohepatitis
(“NASH”), liver fibrosis, cirrhosis and liver
cancer.
● Temperature
Monitoring: Our TAEUS technology enables traditional ultrasound to
visualize changes in tissue temperature, in real time. This
capability would enable the use of TAEUS-enhanced ultrasound to
guide thermoablative therapy, which uses heat or cold to remove
tissue, such as in the treatment of cardiac atrial fibrillation, or
removal of cancerous liver and kidney lesions, with greater
accuracy.
● Vascular Imaging:
Our TAEUS technology enables ultrasound to view blood vessels from
any angle, using only a saline solution contrasting agent, unlike
Doppler ultrasound, which requires precise viewing angles. This
capability would enable the use of TAEUS-enhanced ultrasound to
easily identify arterial plaque or malformed vessels.
● Tissue Perfusion:
Our TAEUS technology enables ultrasound to image blood flow at the
capillary level in a region, organ or tissue. This capability could
be used to assist physicians in characterizing microvasculature
fluid flows symptomatic of damaged tissue, such as internal
bleeding from trauma, or diseased tissue, such as certain
cancers.
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To
further test the capability of our TAEUS platform to distinguish
tissue composition in conjunction with an NAFLD application, we
engaged the Centre for Imaging Technology Commercialization
(“CIMTEC”), a contract research organization, to
initiate human studies. In October
2018, we received an Investigational Testing Authorization from
Health Canada to commence the first human studies with our TAEUS
clinical system targeting NAFLD, guiding our algorithm development,
and comparing our technology to MRI. The feasibility study, the
first of several planned human studies, is being conducted in
collaboration with Robarts Research Institute in London, Canada. We
reported our completion of this study on September 26, 2019. The
data collected from the study, including additional usability
inputs, was included in our TAEUS liver device technical file
submission for device CE Mark, which we submitted in December
2019.
Ultrasound
systems are more broadly available to patients than either CT or
MRI systems. There are an estimated one million ultrasound systems
globally in use today generating over 400 million annual diagnostic
ultrasound procedures. Sales of ultrasound diagnostic equipment
were approximately $4.4 billion globally in 2017 and an estimated
30,000 to 50,000 new and replacement ultrasound systems are sold
into the market annually. Ultrasound systems are relatively
inexpensive compared to CT and MRI systems, with smaller portable
ultrasound systems costing as little as $10,000 and new cart-based
ultrasound systems costing between $75,000 and $200,000. These
numbers cover all types of diagnostic ultrasound procedures,
including systems intended for cardiology, prenatal and abdominal
use. However, we do not intend to address low-cost, portable
ultrasound systems and systems focused on applications, such as
prenatal care, where we believe our TAEUS technology will not
substantially impact patient care. Accordingly, we define our
addressable market for one or more of our TAEUS applications at
approximately 365,000 cart-based ultrasound systems currently in
use throughout the world.
Many
ultrasound systems are designed to be moved by an operator from
room to room, or closer to patients. CT and MRI systems are
stationary systems, requiring the patient to travel to a medical
center; there are only about 32,000 CT systems and 16,000 MRI
systems located in the United States. Ultrasound technology does
not present the same safety concerns as CT and MRI technology,
since ultrasound does not emit ionizing radiation and ultrasound
contrast agents are considered to be generally safe. The
ultrasound’s imaging capabilities, however, are more limited
compared to CT and MRI technologies, which are able to measure
tissue temperature during thermal ablation surgery or quantify fat
to diagnose early stage liver disease.
After
approval, our TAEUS technology can be added as an accessory to
existing ultrasound systems, helping to improve clinical
decision-making on the front lines of patient care, without
requiring new clinical workflows or large capital investments. We
are also developing TAEUS for incorporation into new ultrasound
systems, primarily through our collaboration with GE Healthcare,
described more fully below.
Because
of the large number of traditional ultrasound systems currently in
global use, we are first developing our TAEUS technology for sale
as an aftermarket accessory that works with existing ultrasound
systems. Because our TAEUS technology is designed to enhance the
utility of, not replace, conventional ultrasound, we believe
healthcare providers will be able to increase the utilization of,
and generate new revenue from, their existing ultrasound systems
once we obtain required regulatory approval for specific
applications. Based on our design work and our understanding of the
ultrasound accessory market, we intend to price our initial NAFLD
TAEUS application at a price point approximating $50,000, which may
enable purchasers to recoup their investment by performing a
relatively small number of additional ultrasound procedures. We
further believe that clinicians will be attracted to our technology
because it will enable them to perform more procedures with
existing ultrasound equipment, thereby retaining more imaging
patients in their clinics rather than referring patients out to a
regional medical center for a CT or MRI scan.
Each of
our TAEUS platform applications will require regulatory approvals
before we are able to sell or license the application. Based on
certain factors, such as the installed base of ultrasound systems,
availability of other imaging technologies, such as CT and MRI,
economic strength and applicable regulatory requirements, we intend
to seek initial approval of our applications for sale in the
European Union, followed by the United States and
China.
The
first TAEUS application we intend to commercialize is our NAFLD
TAEUS application. Our initial target market for this application
is the European Union. We believe that our NAFLD TAEUS application
will qualify for sale in the European Union as a Class IIa medical
device. As a result, we will be required to obtain a CE mark for
our NAFLD TAEUS application before we can sell the application in
the European Union. To this end, we have contracted with medical
device contract engineering firms to perform the commercial product
engineering for our NAFLD TAEUS application. Existing regulations
would not require us to conduct a clinical trial to obtain a CE
mark for this application. Nonetheless, for commercial reasons and
to support our CE mark application we have contracted CIMTEC to
conduct human studies to demonstrate our NAFLD TAEUS
application’s ability to distinguish fat from lean tissue. In
December 2019, we submitted a technical file for a CE mark for our TAEUS liver
device.
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While
we are seeking a CE mark for our NAFLD TAEUS application, we are
also preparing to expand our sales, marketing and customer support
capabilities, so that we can commence initial sales of the
application in the European Union once we have received this
regulatory approval. Following receipt of such CE mark and
placement of initial systems with researchers and universities, we
plan to conduct one or more clinical studies to further demonstrate
this product’s capabilities.
Simultaneously
with the process of obtaining a CE mark for our NAFLD TAEUS
application, we intend to prepare for submission to the U.S. Food
and Drug Administration, or the FDA, an application under the Food,
Drug and Cosmetic Act, or the FD&C Act, to sell our NAFLD TAEUS
application in the U.S. We anticipate that the application, as well
as those for our other TAEUS applications, will be submitted for
approval under Section 510(k) of the FD&C Act. We expect that
our initial FDA clearance will allow us to sell the NAFLD TAEUS
application in the U.S. with general imaging claims. However, we
will need to obtain additional FDA clearances to be able to make
diagnostic claims for fatty tissue content determination.
Accordingly, to support our commercialization efforts we expect
that, following receipt of our initial FDA clearance, we will
submit one or more additional applications to the FDA, each of
which will need to include additional clinical trial data, so that
following receipt of the necessary clearances we may make those
diagnostic claims.
Collaboration with GE Healthcare
In
April 2016, we entered into a Collaborative Research Agreement with
General Electric Company, acting through its GE Healthcare business
unit and the GE Global Research Center, or GE Healthcare. Under the
terms of the agreement, GE Healthcare has agreed to assist us in
our efforts to commercialize our TAEUS technology for use in a
fatty liver application by, among other things, providing equipment
and technical advice, and facilitating introductions to GE
Healthcare clinical ultrasound customers. In return for this
assistance, we have agreed to afford GE Healthcare certain rights
of first offer with respect to manufacturing and licensing rights
for the target application. More specifically, we have agreed that,
prior to commercially releasing our NAFLD TAEUS application, we
will offer to negotiate an exclusive ultrasound manufacturer
relationship with GE Healthcare for a period of at least one year
of commercial sales. The commercial sales would involve, within our
sole discretion, either our Company commercially selling GE
Healthcare ultrasound systems as the exclusive ultrasound system
with our TAEUS fatty liver application embedded, or GE Healthcare
being the exclusive ultrasound manufacturer to sell ultrasound
systems with our TAEUS fatty liver application embedded. The
agreement is subject to termination by either party upon not less
than 60 days’ notice.
On
January 30, 2018, we and GE Healthcare entered into an amendment to
our agreement, extending its term by 21 months to January 22, 2020.
We are in discussions with GE Healthcare regarding further
extending this term.
Recent Developments
Private Placement of Series A Preferred Stock, Common Stock and
Warrants
On December 11, 2019, we closed the First Private Placement, in
which we sold 6,338.49 shares of its Series A Preferred Stock and
0.9 million shares of Common Stock, along with Series A Warrants
exercisable for an aggregate of 8.2 million shares of Common Stock,
to accredited investors (the “Series A Investors”) for
approximately $7.9 million of gross proceeds. The First Private
Placement was made pursuant to a Securities Purchase Agreement (the
“Series A Purchase Agreement”), dated as of December 5,
2019. The closing consisted of (i) the issuance of 5,809.09 shares
of Series A Preferred Stock, approximately 0.8 million shares of
Common Stock and Series A Warrants exercisable for an aggregate of
approximately 7.5 million shares of Common Stock to Series A
Investors party to the Series A Purchase Agreement as of December
5, 2019 and (ii) the issuance of 529.40 shares of Series A
Preferred Stock, approximately 0.1 million shares of Common Stock
and Series A Warrants exercisable for an aggregate of approximately
0.7 million shares of Common Stock to Investors who joined as
parties to the Series A Purchase Agreement as of December 10, 2019.
Pursuant to the Series A Purchase Agreement, each Investor elected
whether to receive shares of Series A Preferred Stock or shares of
Common Stock in the First Private Placement. We used a portion of
the net proceeds from the First Private Placement to repay certain
outstanding convertible notes due April 2020 and plan to use
remaining net proceeds for working capital and general corporate
purposes.
In connection with the closing of the First Private Placement, we
filed a Certificate of Designations of Series A Convertible
Preferred Stock (the “Series A Certificate of
Designations”) with the Secretary of State of the State of
Delaware setting forth the rights and preferences of the Series A
Preferred Stock. Each share of Series A Preferred Stock has a
$1,000 issue price (the “Series A Issue Price”).
Dividends accrue on the Series A Issue Price at a rate of 6.0% per
annum and are payable to holders of Series A Preferred Stock as,
when and if declared by our Board of Directors. Shares of Series A
Preferred Stock, including accrued but unpaid dividends, are
convertible into Common Stock at a conversion price of $0.87 per
share of Common Stock. The conversion price is subject to
proportional adjustment for certain transactions relating to our
capital stock, including stock splits, stock dividends and similar
transactions. Holders of Series A Preferred Stock are entitled to a
liquidation preference in the event of any liquidation, dissolution
or winding up of the Company based on their shares’ aggregate
Series A Issue Price and accrued and unpaid dividends. Holders may
convert their shares of Series A Preferred Stock into Common Stock
at any time and we have the right to cause each holder to convert
their shares of Series A Preferred Stock in the event that (i) the
average of the daily volume-weighted average price of Common Stock
over any 10 consecutive trading days is greater than $1.74 (as
adjusted for stock splits, stock dividends and similar
transactions) and (ii) there is then an effective registration
statement registering under the Securities Act of 1933, as amended
(the “Securities Act”), the resale of the shares of
Common Stock issuable upon such conversion of Series A Preferred
Stock (together, the “Series A Forced Conversion
Conditions”). Holders of shares of Series A Preferred Stock
vote with the holders of Common Stock and are entitled to a number
of votes equal to the number of shares of Common Stock into which
such holder’s shares of Series A Preferred Stock are then
convertible.
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4
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Each Series A Warrant entitles the holder to purchase a share of
Common Stock for an exercise price per share equal to $0.87. The
Series A Warrants are exercisable commencing immediately upon
issuance and expire on the date five years after the date of the
closing of the First Private Placement (the “Series A Closing
Date”), unless earlier terminated pursuant to the terms of
the Series A Warrant. If, during the term of the Series A Warrants,
the Series A Forced Conversion Conditions are met, we may deliver
notice thereof to the holders of the Series A Warrants and, after a
30-day period following such notice, any unexercised Series A
Warrants will be forfeited. The Series A Warrants provide for
cashless exercise in the event there is no effective registration
statement registering under the Securities Act the resale of the
shares of Common Stock issuable upon exercise of such Series A
Warrants.
The Series A Purchase
Agreement includes customary representations, warranties and
covenants. In connection with the First Private Placement, we paid
to Lake Street, the placement agent, a commission of 8.0% of the
gross proceeds from the First Private Placement, agreed to
reimburse up to $35,000 of Lake Street’s expenses and issued
to Lake Street a warrant exercisable for 327,606 shares of Common
Stock (the “Series A Placement Agent Warrant”). The
terms of the Series A Placement Agent Warrant are the same as those
of the Series A Warrants.
Pursuant to the Series A Purchase Agreement, the Company, the
Investors and Lake Street entered into a registration rights
agreement (the “Registration Rights Agreement”)
pursuant to which we agreed to file a registration statement (the
“Registration Statement”) within 30 days of the Series
A Closing Date covering the resale of the shares of Common Stock
issuable upon conversion of the Series A Preferred Stock, the
shares of Common Stock issued at the closing of the First Private
Placement, and the shares of Common Stock issuable upon exercise of
the Series A Warrants and the Placement Agent Warrant
(collectively, the “Series A Registrable Securities”).
Pursuant to the Registration Rights Agreement, we have agreed to
use our commercially reasonable efforts to cause the Registration
Statement to become effective as soon as practicable after filing
and to remain effective until the earlier of the date that (i) all
of the Series A Registrable Securities have been sold or (ii) the
Series A Registrable Securities may be sold without restriction by
each holder pursuant to Rule 144 under the Securities
Act.
Private Placement of Series B Preferred Stock and
Warrants
On December 23, 2019, we closed the Second Private Placement, in
which we sold 351.711 shares of Series B Preferred Stock, along
with Series B Warrants exercisable for an aggregate of 426,316
shares of Common Stock, to accredited investors (the “Series
B Investors”) for approximately $405,000 of gross proceeds.
The Second Private Placement was made pursuant to a Securities
Purchase Agreement (the “Series B Purchase Agreement”),
dated as of December 19, 2019. We plan to use the net proceeds from
the Second Private Placement for working capital and general
corporate purposes.
In connection with the closing of the Second Private Placement, we
filed a Certificate of Designations of Series B Convertible
Preferred Stock (the “Series B Certificate of
Designations”) with the Secretary of State of the State of
Delaware setting forth the rights and preferences of the Series B
Preferred Stock. The Series B Preferred Stock has substantially the
same rights and preferences as Series A Preferred Stock, except for
a different conversion price and trading price of Common Stock at
which the Series B Preferred Stock becomes subject to automatic
conversion. Each share of Series B Preferred Stock has a $1,000
issue price (the “Series B Issue Price”). Dividends
accrue on the Series B Issue Price at a rate of 6.0% per annum and
are payable to holders of Series B Preferred Stock as, when and if
declared by our Board of Directors. Shares of Series B Preferred
Stock, including accrued but unpaid dividends, are convertible into
Common Stock at a conversion price of $0.99 per share of Common
Stock. The conversion price is subject to proportional adjustment
for certain transactions relating to our capital stock, including
stock splits, stock dividends and similar transactions. Holders of
Series B Preferred Stock are entitled to a liquidation preference
in the event of any liquidation, dissolution or winding up of the
Company based on their shares’ aggregate Series B Issue Price
and accrued and unpaid dividends. Such liquidation preference of
Series B Preferred Stock holders is on a pari passu basis with holders of Series A Preferred Stock.
Holders may convert their shares of Series B Preferred Stock into
Common Stock at any time and we have the right to cause each holder
to convert their shares of Series B Preferred Stock in the event
that (i) the average of the daily volume-weighted average price of
Common Stock over any 10 consecutive trading days is greater than
$1.98 (as adjusted for stock splits, stock dividends and similar
transactions) and (ii) there is then an effective registration
statement registering under the Securities Act the resale of the
shares of Common Stock issuable upon such conversion of Series B
Preferred Stock (together, the “Series B Forced Conversion
Conditions”). Holders of shares of Series B Preferred Stock
vote with the holders of Common Stock, and with any other shares of
preferred stock that vote with the Common Stock, and are entitled
to a number of votes equal to the number of shares of Common Stock
into which such holder’s shares of Series B Preferred Stock
are then convertible.
Each Series B Warrant entitles the holder to purchase shares of
Common Stock for an exercise price per share equal to $0.99. The
Series B Warrants are exercisable commencing immediately upon
issuance and expire on the date five years after the date of the
closing of the Second Private Placement (the “Series B
Closing Date”), unless earlier terminated pursuant to the
terms of the Series B Warrant. If, during the term of the Series B
Warrants, the Series B Forced Conversion Conditions are met, we may
deliver notice thereof to the holders of the Series B Warrants and,
after a 30-day period following such notice, any unexercised Series
B Warrants will be forfeited. The Series B Warrants provide for
cashless exercise in the event there is no effective registration
statement registering under the Securities Act the resale of the
shares of Common Stock issuable upon exercise of such Series B
Warrants.
The Series B Purchase Agreement includes customary representations,
warranties and covenants. In connection with the closing of the
Second Private Placement, we paid to Lake Street, the placement
agent, a commission of approximately 8.0% of the gross proceeds
from the Second Private Placement and issued to Lake Street a
warrant exercisable for 14,211 shares of Common Stock (the
“Series B Placement Agent Warrant”). The terms of the
Series B Placement Agent Warrant are the same as those of the
Series B Warrants.
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5
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Pursuant to the Series B Purchase Agreement, the Series B Investors
became parties to the Registration Rights Agreement, pursuant to
which we agreed to file the Registration Statement within 30 days
of the Series A Closing Date covering the resale of the shares of
Common Stock issuable upon conversion of the Series B Preferred
Stock, the shares of Common Stock issuable upon exercise of the
Series B Warrants and the Series B Placement Agent Warrant and the
Series A Registrable Securities. The Registration Rights Agreement
is summarized above in this “Recent Developments”
section.
Risks Related to Our Business
An
investment in our Securities involves a high degree of risk. You
should carefully consider the risks summarized below. These risks
are discussed more fully in the “Risk Factors” section
of our Form 10-K incorporated herein by reference. These risks
include, but are not limited to, the following:
● We have a history
of operating losses, and we may never achieve or maintain
profitability.
● Our efforts may
never result in the successful development of commercial
applications based on our TAEUS technology.
● If we fail to
obtain and maintain necessary regulatory clearances or approvals
for our TAEUS applications, or if clearances or approvals for
future applications and indications are delayed or not issued, our
commercial operations will be harmed.
● Our limited
commercial experience makes it difficult to evaluate our current
business, predict our future results or forecast our financial
performance and growth.
● We are depending on
third parties to design, manufacture and seek regulatory approval
of our TAEUS applications. If any third party fails to successfully
design, manufacture and gain regulatory approval of our TAEUS
applications, our business will be materially harmed.
● Competition in the
medical imaging market is intense and we may be unable to
successfully compete.
● If we are unable to
secure additional financing on favorable terms, or at all, to meet
our future capital needs, we will be unable to complete fully our
current business plan.
● We intend to market
our TAEUS applications, if approved, globally, in which case we
will be subject to the risks of doing business outside of the
United States.
● If we are unable to
protect our intellectual property, then our financial condition,
results of operations and the value of our technology and products
could be adversely affected.
Implications of Being an Emerging Growth Company
We are
an “emerging growth company,” as defined in the
Jumpstart Our Business Startups Act of 2012 (the “JOBS
Act”) and, for as long as we continue to be an
“emerging growth company,” we may choose to take
advantage of exemptions from various reporting requirements
applicable to other public companies but not to “emerging
growth companies,” including, but not limited to, not being
required to comply with the auditor attestation requirements of
Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure
obligations regarding executive compensation in our periodic
reports and proxy statements, and exemptions from the requirements
of holding a nonbinding advisory vote on executive compensation and
stockholder approval of any golden parachute payments not
previously approved. We could be an “emerging growth
company” until December 31, 2022, or until the earliest of
(i) the last day of the first fiscal year in which our annual gross
revenues exceed $1.07 billion, (ii) the date that we become a
“large accelerated filer” as defined in Rule 12b-2
under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), which would occur if the market value
of our common stock that is held by non-affiliates exceeds $700
million as of the last business day of our most recently completed
second fiscal quarter, or (iii) the date on which we have issued
more than $1 billion in non-convertible debt during the preceding
three-year period. We are choosing to “opt out” of the
extended transition periods available under the JOBS Act for
complying with new or revised accounting standards, but intend to
take advantage of the other exemptions discussed
above.
We are
also currently considered a “smaller reporting
company,” which generally means that we have a public float
of less than $250 million. If we are still considered a
“smaller reporting company” at such time as we cease to
be an “emerging growth company,” we will be subject to
increased disclosure requirements. However, the disclosure
requirements will still be less than they would be if we were not
considered either an “emerging growth company” or a
“smaller reporting company.” Specifically, similar to
“emerging growth companies,” “smaller reporting
companies” are able to provide simplified executive
compensation disclosures in their filings; are exempt from the
provisions of Section 404(b) of the Sarbanes-Oxley Act requiring
that independent registered public accounting firms provide an
attestation report on the effectiveness of internal control over
financial reporting; and have certain other decreased disclosure
obligations in their SEC filings, including, among other things,
being required to provide only two years of audited financial
statements in annual reports.
Corporate Information
We were
incorporated in Delaware in July 2007 and have a wholly-owned
subsidiary, ENDRA Life Sciences Canada Inc. Our corporate
headquarters is located at 3600 Green Court, Suite 350, Ann Arbor,
Michigan 48105-1570. Our website can be accessed at
www.endrainc.com. The telephone number of our principal executive
office is (734) 335-0468. The information contained on, or that may
be obtained from, our website is not, and shall not be deemed to
be, a part of this prospectus.
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6
THE OFFERING
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Common
Stock currently outstanding
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8,420,401
(1)
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Common
Stock offered by the Company
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None.
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Common
Stock offered by the Selling Stockholders
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Up to
25,644,002 shares of Common Stock, which include:
● 904,526 shares
issued in the First Private Placement;
● 7,191,873 shares
that are issuable upon conversion of the Series A Preferred
Stock;
● 8,096,399 shares
that are issuable upon exercise of the Series A
Warrants;
● an estimated
8,660,410 shares that may be issuable in respect of accrued and
unpaid dividends on shares of Series A Preferred
Stock;
● 232,461 shares that
are issuable upon conversion of the Series B Preferred
Stock;
● 278,948 shares that
are issuable upon exercise of the Series B Warrants;
and
● an estimated
279,385 shares that may be issuable in respect of accrued and
unpaid dividends on shares of Series B Preferred
Stock.
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Use of
proceeds
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We will
not receive any of the proceeds from the sales of the Securities by
the Selling Stockholders, although we will receive proceeds from
the exercise price of any Series A Warrants and Series B Warrants
exercised on a cash basis. We intend to use those proceeds, if any,
for working capital and general corporate purposes.
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Nasdaq
symbol for Common Stock
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NDRA.
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Risk
factors
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You
should carefully consider the information set forth in this
prospectus and, in particular, the specific factors set forth in
the “Risk Factors” section in the Form 10-K
incorporated herein by reference before deciding whether or not to
invest in the Securities.
|
(1) As
of December 31, 2019. This number excludes the shares of Common
Stock issuable upon the conversion of the Series A Preferred Stock
and Series B Preferred Stock, shares of Common Stock issuable upon
exercise of the Series A Warrants and Series B Warrants, and shares
of Common Stock that may be issuable in respect of accrued and
unpaid dividends on shares of Series A Preferred Stock and Series B
Preferred Stock covered hereby as well as:
●
1,932,000 shares of
Common Stock issuable upon the exercise of outstanding warrants
issued in our initial public offering listed on the Nasdaq Capital
Market under the symbol “NDRAW,” at an exercise price
of $6.25 per share;
●
2,606,566 shares of
Common Stock issuable upon the exercise of outstanding unregistered
warrants, at a weighted average exercise price of $2.83 per
share;
●
3,413,723 shares of
Common Stock issuable upon the exercise of outstanding stock
options issued pursuant to our 2016 Omnibus Incentive Plan (the
“Incentive Plan”) at a weighted average exercise price
of $1.80 per share;
●
1,109,532 shares of
Common Stock reserved for future issuance under our Incentive Plan;
and
●
371,517 shares of
Common Stock issuable upon the conversion our 10.0% Senior Secured
Convertible Notes due April 26, 2020, including an estimated 6,426
shares that may be issued in respect of accrued and unpaid interest
upon conversion of such notes.
See
“Description of Capital Stock” below.
7
RISK FACTORS
An
investment in the Securities involves a high degree of risk. You
should carefully consider all of the information set forth in this
prospectus and the documents incorporated by reference herein and,
in particular, the risks set forth under the section captioned
“Risk Factors” contained in our Form 10-K, before
deciding to invest in the Securities. The risks and uncertainties
we have described this prospectus and in any document incorporated
herein are not the only ones we face, but are considered to be the
most material. If
additional risks and uncertainties that are not presently known to
us or that we currently deem immaterial later materialize, then our
business, prospects, results of operations and financial condition
could be materially adversely affected. In that event, the trading
price of our securities could decline, and you may lose all or part
of your investment in our securities.
8
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus and the documents incorporated by reference contain
“forward-looking statements” within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange
Act, that are intended to be covered by the “safe
harbor” created by those sections. Forward-looking
statements, which are based on certain assumptions and describe our
future plans, strategies and expectations, can generally be
identified by the use of forward-looking terms such as
“believe,” “expect,” “may,”
“will,” “should,” “would,”
“could,” “seek,” “intend,”
“plan,” “goal,” “project,”
“estimate,” “anticipate,”
“strategy”, “future”, “likely”
or other comparable terms and references to future periods. All
statements other than statements of historical facts included in
this prospectus and the documents incorporated by reference
regarding our strategies, prospects, financial condition,
operations, costs, plans and objectives are forward-looking
statements. Examples of forward-looking statements include, among
others, statements we make regarding expectations for revenues,
cash flows and financial performance, the anticipated results of
our development efforts and the timing for receipt of required
regulatory approvals and product launches.
Forward-looking
statements are neither historical facts nor assurances of future
performance. Instead, they are based only on our current beliefs,
expectations and assumptions regarding the future of our business,
future plans and strategies, projections, anticipated events and
trends, the economy and other future conditions. Because
forward-looking statements relate to the future, they are subject
to inherent uncertainties, risks and changes in circumstances that
are difficult to predict and many of which are outside of our
control. Our actual results and financial condition may differ
materially from those indicated in the forward-looking statements.
Therefore, you should not rely on any of these forward-looking
statements. Important factors that could cause our actual results
and financial condition to differ materially from those indicated
in the forward-looking statements include, among others, the
following:
●
our limited
commercial experience, limited cash and history of
losses;
●
our ability to
obtain adequate financing to fund our business operations in the
future;
●
our ability to
achieve profitability;
●
our ability to
develop a commercially feasible application based on our TAEUS
technology;
●
market acceptance
of our technology;
●
results of our
human studies, which may be negative or inconclusive;
●
our ability to find
and maintain development partners;
●
our reliance on
collaborations and strategic alliances and licensing
arrangements;
●
the amount and
nature of competition in our industry;
●
our ability to
protect our intellectual property;
●
potential changes
in the healthcare industry or third-party reimbursement
practices;
●
delays and changes
in regulatory requirements, policy and guidelines including
potential delays in submitting required regulatory applications for
CE mark certification or FDA approval;
●
our ability to
obtain CE mark certification and secure required FDA and other
governmental approvals for our TAEUS applications;
●
our ability to
maintain compliance with Nasdaq listing standards;
●
our ability to
comply with regulation by various federal, state, local and foreign
governmental agencies and to maintain necessary regulatory
clearances or approvals; and
●
the other risks and
uncertainties described in the Risk Factors section of our Form
10-K and in the Management’s Discussion and Analysis of
Financial Condition and Results of Operations section in our
Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2019.
Any
forward-looking statement made by us in this prospectus is based
only on information currently available to us and speaks only as of
the date on which it is made. We undertake no obligation to
publicly update any forward-looking statement, whether written or
oral, that may be made from time to time, whether as a result of
new information, future developments or otherwise. We anticipate
that subsequent events and developments will cause our views to
change. You should read this prospectus and the documents
referenced in this prospectus and filed as exhibits to the
registration statement, of which this prospectus is a part,
completely and with the understanding that our actual future
results may be materially different from what we expect. Our
forward-looking statements do not reflect the potential impact of
any future acquisitions, merger, dispositions, joint ventures or
investments we may undertake. We qualify all of our forward-looking
statements by these cautionary statements.
9
USE OF PROCEEDS
We will
not receive any proceeds from the sale of Common Stock by the
Selling Stockholders. To the extent we receive proceeds from the
exercise of Series A Warrants and Series B Warrants held by the
Selling Stockholders, we will use those proceeds for working
capital and other general corporate purposes.
We have
agreed to bear the expenses (other than selling commissions or any
legal expenses incurred by any Selling Stockholder) in connection
with the registration of the shares of our Common Stock being
offered for resale hereunder by the Selling
Stockholders.
See
“Plan of Distribution” elsewhere in this prospectus for
more information.
DETERMINATION OF OFFERING PRICE
The
Selling Stockholders will determine at what price they may sell the
offered Common Stock, and such sales may be made at prevailing
market prices or at privately negotiated prices. See “Plan of
Distribution” below for more information.
10
SELLING STOCKHOLDERS
This
prospectus covers the resale from time to time by the Selling
Stockholders identified in the table below of up to 25,644,002
shares of Common Stock, which include:
●
904,526 shares
issued in the First Private Placement;
●
7,191,873 shares
that are issuable upon conversion of the Series A Preferred
Stock;
●
8,096,399 shares
that are issuable upon exercise of the Series A
Warrants;
●
an estimated
8,660,410 shares that may be issuable in respect of accrued and
unpaid dividends on shares of Series A Preferred
Stock;
●
232,461 shares that
are issuable upon conversion of the Series B Preferred
Stock;
●
278,948 shares that
are issuable upon exercise of the Series B Warrants;
and
●
an estimated
279,385 shares that may be issuable in respect of accrued and
unpaid dividends on shares of Series A Preferred Stock
The
Selling Stockholders identified in the table below may from time to
time offer and sell under this prospectus any or all of the shares
of Common Stock covered hereby described under the column
“Shares of Common Stock Registered Hereby” in such
table below.
Certain
Selling Stockholders may be deemed to be “underwriters”
as defined in the Securities Act. Any profits realized by such
Selling Stockholders may be deemed to be underwriting discounts and
commissions under the Securities Act.
The
table below has been prepared based upon the information furnished
to us by the Selling Stockholders and/or our transfer agent as of
the date of this prospectus. The Selling Stockholders identified
below may have converted, sold, transferred or otherwise disposed
of some or all of their Series A Preferred Stock, Series A
Warrants, Series B Preferred Stock, Series B Warrants or underlying
Common Stock since the date on which the information in the
following table is presented in transactions exempt from or not
subject to the registration requirements of the Securities Act.
Information concerning the Selling Stockholders may change from
time to time and, if necessary, we will amend or supplement this
prospectus accordingly. We cannot give an estimate as to the number
of shares of Common Stock that will actually be held by the Selling
Stockholders upon termination of this offering because the Selling
Stockholders may offer some or all of their Common Stock, as
applicable, under the offering contemplated by this prospectus or
may acquire additional shares of Common Stock. The aggregate total
number of shares of Common Stock that may be sold hereunder will
not exceed the number of shares of Common Stock offered hereby.
Please read the section entitled “Plan of Distribution”
in this prospectus.
The
following table sets forth the name of each Selling Stockholder,
the number of shares of our Common Stock beneficially owned by such
Selling Stockholder before this offering, the number of shares of
Common Stock to be offered for such Selling Stockholder’s
account and (if one percent or more) the percentage of Common Stock
to be beneficially owned by such Selling Stockholder after
completion of the offering. The number of shares of Common Stock
owned are those beneficially owned, as determined under the rules
of the SEC, and such information is not necessarily indicative of
beneficial ownership for any other purpose. Under such rules, the
Selling Stockholders’ beneficial ownership includes any
shares of our Common Stock as to which a person has sole or shared
voting power or dispositive power and any shares of Common Stock
which the person has the right to acquire within 60 days after
December 31, 2019 (as used in this section, the
“Determination Date”), through the conversion or
exercise of any option, warrant or right or other security
(including upon the conversion of the Series A Preferred Stock and
Series B Preferred Stock and exercise of the Series A Warrants and
Series B Warrants), or pursuant to the automatic termination of a
power of attorney or revocation of a trust, discretionary account
or similar arrangement, and such shares are deemed to be
beneficially owned and outstanding for computing the share
ownership and percentage of the person holding such options,
warrants or other rights, but are not deemed outstanding for
computing the percentage of any other person. Except where we had
knowledge of such ownership, the number presented in this column
may not include shares held in street name or through other
entities over which the Selling Stockholders have voting and
dispositive power.
Unless
otherwise set forth below, based upon information furnished to us
by the Selling Stockholders, (a) the persons and entities named in
the table have sole voting and sole dispositive power with respect
to the shares set forth opposite the Selling Stockholder’s
name, subject to community property laws, where applicable, (b) no
Selling Stockholder had any position, office or other material
relationship within the past three years with us or with any of our
predecessors or affiliates, and (c) no Selling Stockholder is a
broker-dealer or an affiliate of a broker-dealer. The number of
shares of Common Stock shown as beneficially owned before the
offering is based on information furnished to us or otherwise based
on information available to us at the timing of the filing of the
registration statement of which this prospectus forms a
part.
11
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Name of Selling
Security Holder
|
Shares of Common
Stock Beneficially Owned Prior to this Offering
|
Shares of Common
Stock Registered Hereby
|
Shares of Common
Stock Beneficially Owned upon Completion of this Offering
(1)
|
Percentage of
Common Stock Beneficially Owned upon Completion of this Offering
(2)
|
|
Anthony
DiGiandomenico (3)
|
391,058
|
201,006
|
190,049
|
2.3%
|
|
Dennis T. Whalen
& Linda P. Whalen JTWROS (4)
|
40,202
|
64,407
|
-
|
*
|
|
Xavier Aguirre
(5)
|
20,102
|
32,205
|
-
|
*
|
|
Carlo Alberici
(6)
|
147,450
|
236,229
|
-
|
*
|
|
James R. Aldridge
(7)
|
50,252
|
80,509
|
-
|
*
|
|
Howard Altshuler
(8)
|
51,202
|
64,407
|
11,000
|
*
|
|
Patrick M.
Barberich & Monica Barberich JTWROS (9)
|
30,152
|
48,306
|
-
|
*
|
|
Anthony J. Berni
(10)
|
40,202
|
64,407
|
-
|
*
|
|
Chase Lankford Bice
(11)
|
30,152
|
48,306
|
-
|
*
|
|
Mark W. Boyer
(12)
|
194,396
|
311,441
|
-
|
*
|
|
Jeffrey Ronald
Boyle (13)
|
37,558
|
60,171
|
-
|
*
|
|
John M. Brady
(14)
|
77,098
|
123,518
|
-
|
*
|
|
Michael J. Burwell
(15)
|
194,396
|
311,441
|
-
|
*
|
|
Matthew W. Cambi
(16)
|
77,098
|
123,518
|
-
|
*
|
|
Donald Cameron
(17)
|
50,252
|
80,509
|
-
|
*
|
|
Timothy L.
Carpenter & Julie L. Carpenter JTWROS (18)
|
30,152
|
48,306
|
-
|
*
|
|
Peter A. Casey
(19)
|
20,102
|
32,205
|
-
|
*
|
|
Catalytic
Opportunity LLC Series A (20)
|
2,010,052
|
3,220,301
|
-
|
*
|
|
Catalytic
Opportunity LLC Series A-1 (21)
|
2,512,564
|
4,025,375
|
-
|
*
|
|
Vaidyanthan
Chandrashekhar (22)
|
46,948
|
75,215
|
-
|
*
|
|
Rich Chirico
(23)
|
50,252
|
80,509
|
-
|
*
|
|
Ronald J. Ciasulli
(24)
|
56,336
|
90,256
|
-
|
*
|
|
Mario Dell'Aera
(25)
|
244,646
|
391,947
|
-
|
*
|
|
Mark R. Demich
(26)
|
97,198
|
155,721
|
-
|
*
|
|
Paul G. Elie
(27)
|
97,198
|
155,721
|
-
|
*
|
|
Michael Fahey
(28)
|
46,948
|
75,215
|
-
|
*
|
|
Charles Joseph Finn
(29)
|
147,450
|
236,229
|
-
|
*
|
|
Gregory G. Galdi
(30)
|
288,288
|
461,866
|
-
|
*
|
|
Philip Garland
& Cynthia Garland JTWROS (31)
|
77,098
|
123,518
|
-
|
*
|
|
Scott J. Gehsman
(32)
|
46,948
|
75,215
|
-
|
*
|
|
TTEE Patrick John
Gregory Revocable Trust DTD 6-26-1990 (33)
|
67,048
|
107,417
|
-
|
*
|
|
Scott Guasta
(34)
|
100,504
|
161,017
|
-
|
*
|
|
Michael Harsh &
Sandra E. Hansen Harsh JTWROS (35)
|
56,044
|
35,425
|
33,932
|
*
|
|
Kevin A. Healy
(36)
|
40,202
|
64,407
|
-
|
*
|
|
Kevin J. Herzberg
(37)
|
50,252
|
80,509
|
-
|
*
|
|
Dennis D. Howarter
& Pamela J. Howarter JTWROS (38)
|
194,396
|
311,441
|
-
|
*
|
|
Donald L. Hulet
(39)
|
67,708
|
108,475
|
-
|
*
|
|
Frank Ingriselli
(40)
|
46,948
|
75,215
|
-
|
*
|
|
Joseph M. Janinski
(41)
|
40,202
|
64,407
|
-
|
*
|
|
Anthony D. Johnston
(42)
|
30,152
|
48,306
|
-
|
*
|
|
Robert
Kastenschmidt (43)
|
97,198
|
155,721
|
-
|
*
|
|
Robert Richard
Keehan (44)
|
97,198
|
155,721
|
-
|
*
|
|
Frederick M. Kelso
(45)
|
77,098
|
123,518
|
-
|
*
|
|
Benjamin King
(46)
|
50,252
|
50,252
|
-
|
*
|
|
John Klinge
(47)
|
46,948
|
75,215
|
-
|
*
|
|
James M. Koch
(48)
|
70,352
|
112,711
|
-
|
*
|
|
James P. Kolar
(49)
|
97,198
|
155,721
|
-
|
*
|
|
John C. Koppin
(50)
|
46,948
|
75,215
|
-
|
*
|
|
Kurtis Krentz
(51)
|
144,144
|
230,933
|
-
|
*
|
|
Jeffrey E. Kuhlin
(52)
|
50,252
|
80,509
|
-
|
*
|
|
Dennis Lam
(53)
|
30,152
|
48,306
|
-
|
*
|
|
James C. Leslie
(54)
|
40,202
|
64,407
|
-
|
*
|
|
Paul E. Linthorst
(55)
|
30,152
|
48,306
|
-
|
*
|
|
Jose M. Martinez
(56)
|
46,948
|
75,215
|
-
|
*
|
|
William E. Marx
(57)
|
50,252
|
80,509
|
-
|
*
|
|
Thorne Joseph Brown
Matteson (58)
|
50,252
|
80,509
|
-
|
*
|
|
Joseph Michalczyk
(59)
|
77,758
|
124,576
|
-
|
*
|
|
Francois Michelon
(60)
|
450,811
|
16,104
|
440,759
|
5.2%
|
|
Jeffery L. Miller
& Khristen N. Zar JTWROS (61)
|
97,198
|
155,721
|
-
|
*
|
|
Russell Moore
(62)
|
30,152
|
48,306
|
-
|
*
|
|
Jorge Morazzani
(63)
|
46,948
|
75,215
|
-
|
*
|
|
Edmond Allen
Morrison (64)
|
46,948
|
75,215
|
-
|
*
|
|
Chester P. Mowrey,
Jr. (65)
|
46,948
|
75,215
|
-
|
*
|
|
James Eric Nicely
& Karen B. Nicely JTWROS (66)
|
50,252
|
80,509
|
-
|
*
|
|
Michael P. Niland
& Jill Kathleen Niland JTWROS (67)
|
50,252
|
80,509
|
-
|
*
|
|
David B. O'Neill
(68)
|
147,450
|
236,229
|
-
|
*
|
|
Jonathan Padnos
(69)
|
201,006
|
201,006
|
-
|
*
|
|
Alan W. Page
(70)
|
87,148
|
139,620
|
-
|
*
|
|
Michael A. Page
(71)
|
40,202
|
64,407
|
-
|
*
|
|
Alexandre N. Palma
(72)
|
87,148
|
139,620
|
-
|
*
|
|
David Petterson
(73)
|
164,244
|
263,136
|
-
|
*
|
|
Laurence M. Pfeffer
(74)
|
50,252
|
80,509
|
-
|
*
|
|
John D. Potter
(75)
|
46,948
|
75,215
|
-
|
*
|
|
Michael P.
Quackenbush Jr. (76)
|
46,948
|
75,215
|
-
|
*
|
|
Peter D. Raymond
(77)
|
50,252
|
80,509
|
-
|
*
|
|
Erick E. Richardson
(78)
|
502,514
|
805,077
|
-
|
*
|
|
Juan R. Rivero
(79)
|
40,202
|
64,407
|
-
|
*
|
|
Thomas Michael
Rooney (80)
|
46,948
|
75,215
|
-
|
*
|
|
Maj-Britt Rosenbaum
(81)
|
50,252
|
80,509
|
-
|
*
|
|
Scott Joseph
Schueller (82)
|
77,098
|
123,518
|
-
|
*
|
|
Donald P. Sesterhen
(83)
|
97,198
|
155,721
|
-
|
*
|
|
Steven J. Shanker
Living Trust DTD 4-9-1997 (84)
|
147,450
|
236,229
|
-
|
*
|
|
Kevin P. Smithson
(85)
|
50,252
|
80,509
|
-
|
*
|
|
Michael Snow
(86)
|
97,198
|
155,721
|
-
|
*
|
|
James Somers
(87)
|
164,244
|
263,136
|
-
|
*
|
|
John Richard Stamm
(88)
|
46,948
|
75,215
|
-
|
*
|
|
Gary Sterbinsky
(89)
|
37,558
|
60,171
|
-
|
*
|
|
James Douglas Summa
(90)
|
30,152
|
48,306
|
-
|
*
|
|
Ramesh Telang
(91)
|
30,152
|
48,306
|
-
|
*
|
|
Oscar Teunissen
(92)
|
100,504
|
161,017
|
-
|
*
|
|
Gary and Deborah
Tillett Revocable Trust DTD 8-10-2012 (93)
|
46,948
|
75,215
|
-
|
*
|
|
Amaresh Tripathy
(94)
|
46,948
|
75,215
|
-
|
*
|
|
Chetan R. Vagholkar
(95)
|
97,198
|
155,721
|
-
|
*
|
|
Gerard J. Verweij
(96)
|
67,048
|
107,417
|
-
|
*
|
|
Timothy S. Vitale
(97)
|
40,202
|
64,407
|
-
|
*
|
|
Craig Watchmaker
(98)
|
46,948
|
75,215
|
-
|
*
|
|
Jonathan Richard
Worden (99)
|
20,102
|
32,205
|
-
|
*
|
|
Mohibullah
Yousufani (100)
|
46,948
|
75,215
|
-
|
*
|
|
Jeffrey
E. Zaleski (101)
|
50,252
|
80,509
|
-
|
*
|
|
Simon
Mawson (102)
|
100,504
|
161,017
|
-
|
*
|
|
Mike
Ruffer (103)
|
70,352
|
112,711
|
-
|
*
|
|
Dennis
Scullin (104)
|
48,247
|
74,605
|
-
|
*
|
|
Jon
E. Schmidt (105)
|
173,685
|
268,569
|
-
|
*
|
|
Daniel
Goodman (106)
|
48,247
|
74,605
|
-
|
*
|
|
Eric
Samuelson (107)
|
192,983
|
298,410
|
-
|
*
|
|
The
Crudup Family Trust (108)
|
48,247
|
74,605
|
-
|
*
|
|
Jonathan E.
Ansbacher (109)
|
97,198
|
155,721
|
-
|
*
|
|
Joseph C. Atkinson
(110)
|
50,252
|
80,509
|
-
|
*
|
|
Keith Belote
(111)
|
37,558
|
60,171
|
-
|
*
|
|
Kevin M. Borkowski
(112)
|
20,102
|
32,205
|
-
|
*
|
|
Mark R
Busch/Valerie Y Busch JTWROS (113)
|
48,202
|
64,407
|
8,000
|
*
|
|
Dennis L. Chesley
(114)
|
77,098
|
123,518
|
-
|
*
|
|
Charles Christensen
(115)
|
147,450
|
236,229
|
-
|
*
|
|
Michael L.
Desautels Account 2 (116)
|
50,252
|
80,509
|
-
|
*
|
|
Daniel DiFilippo
(117)
|
100,504
|
161,017
|
-
|
*
|
|
Emilio DiMatteo
& Jessica DiMatteo JTWROS (118)
|
50,252
|
80,509
|
-
|
*
|
|
Miles E. Everson
(119)
|
97,198
|
155,721
|
-
|
*
|
|
James M. Fiscus
(120)
|
30,152
|
48,306
|
-
|
*
|
|
David A. Fitz
(121)
|
50,252
|
80,509
|
-
|
*
|
|
Paul P. Frank III
& Colleen B. Frank Joint Tenants by Entirety (122)
|
50,252
|
80,509
|
-
|
*
|
|
David J. Gilbertson
(123)
|
30,152
|
48,306
|
-
|
*
|
|
Brian W. Hannan
(124)
|
46,948
|
75,215
|
-
|
*
|
|
Keith Jackson
(125)
|
194,396
|
311,441
|
-
|
*
|
|
Donald Kendall
(126)
|
244,646
|
391,947
|
-
|
*
|
|
Samir Mammadov
(127)
|
46,948
|
75,215
|
-
|
*
|
|
Benjamin L. Padnos
(128)
|
502,514
|
502,514
|
-
|
*
|
|
Daniel P. Padnos
(129)
|
50,252
|
50,252
|
-
|
*
|
|
Jeffrey and
Margaret Padnos (130)
|
301,508
|
301,508
|
-
|
*
|
|
Jeffrey Padnos
& Margaret Padnos 2010 Generation Trust (131)
|
502,514
|
502,514
|
-
|
*
|
|
Rich Shappard
(132)
|
100,504
|
161,017
|
-
|
*
|
|
Jaivardhan Sinha
(133)
|
46,948
|
75,215
|
-
|
*
|
|
Harold Wayne Smith
Jr. (134)
|
50,252
|
80,509
|
-
|
*
|
|
John W. Stadtler
(135)
|
144,144
|
230,933
|
-
|
*
|
|
Pierre Alain
Nicholas P Sur (136)
|
77,098
|
123,518
|
-
|
*
|
|
Robert B. Taylor
(137)
|
30,152
|
48,306
|
-
|
*
|
|
Ravjiv A. Thadani
(138)
|
87,148
|
139,620
|
-
|
*
|
|
Laurie
A. Vanraemdonck Trust DTD 4-7-2008 (139)
|
46,948
|
75,215
|
-
|
*
|
|
Stephen
V. Zawoyski (140)
|
46,948
|
75,215
|
-
|
*
|
|
David
R. Wells (141)
|
99,786
|
32,205
|
79,684
|
*
|
|
Kim
E. Tobler (142)
|
40,202
|
64,407
|
-
|
*
|
|
Marc
D. Silverman & Mitra Best Silverman JTWROS (143)
|
50,252
|
80,509
|
-
|
*
|
|
Henry
A. Padinha & Terri A. Padinha JT COMM PROP (144)
|
30,152
|
48,306
|
-
|
*
|
|
Chad
F. Mueller (145)
|
100,504
|
161,017
|
-
|
*
|
|
Adan
Martinez (146)
|
40,202
|
64,407
|
-
|
*
|
|
Scott
M. Curran (147)
|
97,198
|
155,721
|
-
|
*
|
|
Allan
Michael Baccala (148)
|
50,252
|
80,509
|
-
|
*
|
|
Ballington
Living Trust DTD 8-5-14 (149)
|
97,198
|
155,721
|
-
|
*
|
*
Less than
1%
(1)
Assumes all of the
shares of Common Stock registered on the registration statement of
which this prospectus is a part are sold in the offering, that
shares of Common Stock beneficially owned by the Selling
Stockholders but not being offered pursuant to this prospectus (if
any) are not sold, and that no additional shares of Common Stock
are purchased or otherwise acquired by the Selling
Stockholders.
12
(2)
Percentages are
based on the 8,420,401 shares of Common Stock issued and
outstanding as of the Determination Date. Shares of our Common
Stock subject to options, warrants or conversion rights that are
currently exercisable or convertible, or exercisable or convertible
within 60 days of the Determination Date, are deemed to be
outstanding for the purpose of computing the percentage ownership
of the person holding those options, warrants or conversion rights,
but are not treated as outstanding for the purpose of computing the
percentage ownership of any other person.
(3)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock held prior to the First Private Placement, shares
issuable upon exercise of stock options and restricted warrants and
shares issued in the First Private Placement and issuable upon
exercise of Series A Warrants. Shares of Common Stock registered
hereby include (i) 100,503 shares of Common Stock issued in the
First Private Placement and (ii) 100,503 shares of Common Stock
issuable upon the exercise of Series A Warrants. Mr. DiGiandomenico
has served on our Board of Directors since 2013.
(4)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 20,101 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 20,101 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 24,205 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(5)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 10,051 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 10,051 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 12,103 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(6)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 73,725 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 73,725 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 88,779 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(7)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 25,126 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 25,126 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 30,257 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(8)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock held prior to the First Private Placement, issuable
upon the conversion of Series A Preferred Stock and issuable upon
exercise of Series A Warrants and shares of Common Stock. Shares of
Common Stock registered hereby include (i) 20,101 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 20,101 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 24,205 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(9)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 15,076 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 15,076 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 18,154 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(10)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 20,101 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 20,101 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 24,205 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(11)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 15,076 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii)15,076 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 18,154 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
13
(12)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 97,198 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 97,198 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 117,045 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(13)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 18,779 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 18,779 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 22,613 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(14)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 38,549 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 38,549 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 46,420 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(15)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 97,198 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 97,198 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 117,045 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(16)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 38,549 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 38,549 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 46,420 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(17)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 25,126 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 25,126 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 30,257 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(18)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 15,076 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 15,076 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 18,154 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(19)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 10,051 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 10,051 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 12,103 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(20)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 1,005,026 shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock, (ii) 1,005,026 shares of Common Stock issuable upon the
exercise of Series A Warrants and (iii) an estimated 1,210,249
shares of Common Stock that may be issuable in respect of accrued
but unpaid dividends on shares of Series A Preferred Stock. Joseph
Giamichael holds sole voting and dispositive power over these
shares.
(21)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 1,256,282 shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock, (ii) 1,256,282 shares of Common Stock issuable upon the
exercise of Series A Warrants and (iii) an estimated 1,512,811
shares of Common Stock that may be issuable in respect of accrued
but unpaid dividends on shares of Series A Preferred Stock. Joseph
Giamichael holds sole voting and dispositive power over these
shares.
14
(22)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 23,474 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 23,474 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 28,267 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(23)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 25,126 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 25,126 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 30,257 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(24)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 28,168 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 28,168 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 33,920 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(25)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 122,323 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 122,323 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 147,301 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(26)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 48,599 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 48,599 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 58,523 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(27)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 48,599 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 48,599 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 58,523 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(28)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 23,474 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 23,474 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 28,267 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(29)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 73,725 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 73,725 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 88,779 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(30)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 144,144 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 144,144 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 173,578 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(31)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 38,549 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 38,549 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 46,420 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
15
(32)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 23,474 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 23,474 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 28,267 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(33)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 33,524 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 33,524 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 40,369 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(34)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 50,252 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 50,252 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 60,513 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(35)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock owned prior to the First Private Placement and shares
issuable upon exercise of stock options beneficially owned by Mr.
Harsh and shares issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 11,056 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 11,056 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 13,313 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock. Mr. Harsh has
served on our Board of Directors since 2015.
(36)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 20,101 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 20,101 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 24,205 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(37)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 25,126 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 25,126 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 30,257 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(38)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 97,198 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 97,198 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 117,045 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(39)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 33,854 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 33,854 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 40,767 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(40)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 23,474 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 23,474 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 28,267 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(41)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 20,101 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 20,101 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 24,205 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
16
(42)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 15,076 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 15,076 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 18,154 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(43)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 48,599 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 48,599 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 58,523 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(44)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 48,599 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 48,599 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 58,523 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(45)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 38,549 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 38,549 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 46,420 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(46)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issued in the First Private Placement and issuable
upon exercise of Series A Warrants. Shares of Common Stock
registered hereby include (i) 25,126 shares of Common Stock issued
in the First Private Placement and (ii) 25,126 shares of Common
Stock issuable upon the exercise of Series A Warrants.
(47)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 23,474 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 23,474 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 28,267 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(48)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 35,176 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 35,176 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 42,359 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(49)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 48,599 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 48,599 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 58,523 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(50)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 23,474 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 23,474 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 28,267 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(51)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 72,072 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 72,072 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 86,789 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(52)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 25,126 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 25,126 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 30,257 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
17
(53)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 15,076 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 15,076 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 18,154 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(54)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 20,101 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 20,101 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 24,205 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(55)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 15,076 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 15,076 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 18,154 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(56)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 23,474 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 23,474 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 28,267 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(57)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 25,126 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 25,126 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 30,257 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(58)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 25,126 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 25,126 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 30,257 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(59)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 38,879 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 38,879 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 46,818 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(60)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock owned prior to the First Private Placement, shares
issuable upon exercise of stock options and restricted warrants and
shares issuable upon the conversion of Series A Preferred Stock and
issuable upon exercise of Series A Warrants. Shares of Common Stock
registered hereby include (i) 5,026 shares of Common Stock issuable
upon the conversion of Series A Preferred Stock, (ii) 5,026 shares
of Common Stock issuable upon the exercise of Series A Warrants and
(iii) an estimated 6,052 shares of Common Stock that may be
issuable in respect of accrued but unpaid dividends on shares of
Series A Preferred Stock. Mr. Michelon has served as our Chief
Executive Officer and Chairman of our Board of Directors since
2015.
(61)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 48,599 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 48,599 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 58,523 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(62)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 15,076 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 15,076 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 18,154 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
18
(63)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 23,474 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 23,474 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 28,267 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(64)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 23,474 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 23,474 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 28,267 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(65)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 23,474 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 23,474 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 28,267 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(66)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 25,126 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 25,126 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 30,257 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(67)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 25,126 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 25,216 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 30,257 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(68)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 73,725 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 73,725 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 88,779 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(69)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issued in the First Private Placement and issuable
upon exercise of Series A Warrants. Shares of Common Stock
registered hereby include (i) 100,503 shares of Common Stock issued
in the First Private Placement and (ii) 100,503 shares of Common
Stock issuable upon the exercise of Series A Warrants.
(70)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 43,574 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 43,574 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 52,472 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(71)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 20,101 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 20,101 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 24,205 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(72)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 43,574 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 43,574 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 52,472 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
19
(73)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 82,122 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 82,122 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 98,892 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(74)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 25,126 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 25,126 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 30,257 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(75)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 23,474 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 23,474 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 28,267 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(76)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 23,474 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 23,474 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 28,267 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(77)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 25,126 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 25,126 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 30,257 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(78)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 251,257 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 251,257 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 302,563 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(79)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 20,101 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 20,101 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 24,205 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(80)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 23,474 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 23,474 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 28,267 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(81)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 25,126 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 25,126 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 30,257 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(82)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 38,549 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 38,549 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 46,420 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
20
(83)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 48,599 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 48,599 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 58,523 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(84)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 73,725 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 73,725 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 88,779 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(85)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 25,126 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 25,126 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 30,257 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(86)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 48,599 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 48,599 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 58,523 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(87)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 82,122 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 82,122 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 98,892 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(88)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 23,474 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 23,474 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 28,267 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(89)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 18,779 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 18,779 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 22,613 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(90)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 15,076 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 15,076 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 18,154 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(91)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 15,076 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 15,076 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 18,154 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(92)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 50,252 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 50,252 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 60,513 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
21
(93)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 23,474 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 23,474 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 28,267 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(94)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 23,474 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 23,474 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 28,267 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(95)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 48,599 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 48,599 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 58,523 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(96)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 33,524 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 33,524 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 40,369 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(97)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 20,101 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 20,101 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 24,205 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(98)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 23,474 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 23,474 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 28,267 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(99)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 10,051 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 10,051 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 12,103 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(100)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 23,474 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 23,474 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 28,267 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(101)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 25,126 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 25,126 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 30,257 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(102)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 50,252 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 50,252 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 60,513 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
22
(103)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 35,176 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 35,176 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 42,359 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(104)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series B Preferred
Stock and issuable upon exercise of Series B Warrants. Shares of
Common Stock registered hereby include (i) 21,931 shares of Common
Stock issuable upon the conversion of Series B Preferred Stock,
(ii) 26,316 shares of Common Stock issuable upon the exercise of
Series B Warrants and (iii) an estimated 26,358 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series B Preferred Stock.
(105)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series B Preferred
Stock and issuable upon exercise of Series B Warrants. Shares of
Common Stock registered hereby include (i) 78,948 shares of Common
Stock issuable upon the conversion of Series B Preferred Stock,
(ii) 94,737 shares of Common Stock issuable upon the exercise of
Series B Warrants and (iii) an estimated 94,884 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series B Preferred Stock.
(106)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series B Preferred
Stock and issuable upon exercise of Series B Warrants. Shares of
Common Stock registered hereby include (i) 21,931 shares of Common
Stock issuable upon the conversion of Series B Preferred Stock,
(ii) 26,316 shares of Common Stock issuable upon the exercise of
Series B Warrants and (iii) an estimated 26,358 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series B Preferred Stock.
(107)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series B Preferred
Stock and issuable upon exercise of Series B Warrants. Shares of
Common Stock registered hereby include (i) 87,720 shares of Common
Stock issuable upon the conversion of Series B Preferred Stock,
(ii) 105,263 shares of Common Stock issuable upon the exercise of
Series B Warrants and (iii) an estimated 105,427 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series B Preferred Stock.
(108)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series B Preferred
Stock and issuable upon exercise of Series B Warrants. Shares of
Common Stock registered hereby include (i) 21,931 shares of Common
Stock issuable upon the conversion of Series B Preferred Stock,
(ii) 26,316 shares of Common Stock issuable upon the exercise of
Series B Warrants and (iii) an estimated 26,358 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series B Preferred Stock.
(109)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 48,599 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 48,599 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 58,523 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(110)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 25,126 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 25,126 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 30,257 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(111)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 18,779 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 18,779 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 22,613 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(112)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 10,051 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 10,051 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 12,103 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
23
(113)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock and publicly traded warrants held prior to the First
Private Placement, shares of Common Stock issuable upon the
conversion of Series A Preferred Stock and issuable upon exercise
of Series A Warrants. Shares of Common Stock registered hereby
include (i) 20,101 shares of Common Stock issuable upon the
conversion of Series A Preferred Stock, (ii) 20,101 shares of
Common Stock issuable upon the exercise of Series A Warrants and
(iii) an estimated 24,205 shares of Common Stock that may be
issuable in respect of accrued but unpaid dividends on shares of
Series A Preferred Stock. Mr. Busch is a partner at K&L Gates
LLP, our outside counsel. See “Legal
Matters.”
(114)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 38,549 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 38,549 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 46,420 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(115)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 73,725 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 73,725 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 88,779 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(116)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 25,126 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 25,126 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 30,257 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(117)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 50,252 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 50,252 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 60,513 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(118)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 25,126 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 25,126 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 30,257 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(119)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 48,599 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 48,599 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 58,523 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(120)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 15,076 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 15,076 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 18,154 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(121)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 25,126 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 25,126 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 30,257 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(122)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 25,126 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 25,126 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 30,257 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
24
(123)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 15,076 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 15,076 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 18,154 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(124)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 23,474 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 23,474 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 28,267 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(125)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 97,198 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 97,198 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 117,045 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(126)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 122,323 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 122,323 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 147,301 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(127)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 23,474 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 23,474 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 28,267 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(128)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issued in the First Private Placement and issuable
upon exercise of Series A Warrants. Shares of Common Stock
registered hereby include (i) 251,257 shares of Common Stock issued
in the First Private Placement and (ii) 251,257 shares of Common
Stock issuable upon the exercise of Series A Warrants.
(129)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issued in the First Private Placement and issuable
upon exercise of Series A Warrants. Shares of Common Stock
registered hereby include (i) 25,126 shares of Common Stock issued
in the First Private Placement and (ii) 25,126 shares of Common
Stock issuable upon the exercise of Series A Warrants.
(130)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issued in the First Private Placement and issuable
upon exercise of Series A Warrants. Shares of Common Stock
registered hereby include (i) 150,754 shares of Common Stock issued
in the First Private Placement and (ii) 150,754 shares of Common
Stock issuable upon the exercise of Series A Warrants.
(131)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issued in the First Private Placement and issuable
upon exercise of Series A Warrants. Shares of Common Stock
registered hereby include (i) 251,257 shares of Common Stock issued
in the First Private Placement and (ii) 251,257 shares of Common
Stock issuable upon the exercise of Series A Warrants.
(132)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 50,252 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 50,252 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 60,513 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(133)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 23,474 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 23,474 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 28,267 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
25
(134)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 25,126 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 25,126 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 30,257 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(135)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 72,072 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 72,072 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 86,789 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(136)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 38,549 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 38,549 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 46,420 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(137)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 15,076 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 15,076 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 18,154 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(138)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 43,574 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 43,574 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 52,472 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(139)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 23,474 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 23,474 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 28,267 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(140)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock issuable upon the conversion of Series A Preferred
Stock and issuable upon exercise of Series A Warrants. Shares of
Common Stock registered hereby include (i) 23,474 shares of Common
Stock issuable upon the conversion of Series A Preferred Stock,
(ii) 23,474 shares of Common Stock issuable upon the exercise of
Series A Warrants and (iii) an estimated 28,267 shares of Common
Stock that may be issuable in respect of accrued but unpaid
dividends on shares of Series A Preferred Stock.
(141)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock owned prior to the First Private Placement, shares
issuable upon exercise of stock options and restricted warrants and
shares issuable upon the conversion of Series A Preferred Stock and
issuable upon exercise of Series A Warrants. Shares of Common Stock
registered hereby include (i) 10,051 shares of Common Stock
issuable upon the conversion of Series A Preferred Stock, (ii)
10,051 shares of Common Stock issuable upon the exercise of Series
A Warrants and (iii) an estimated 12,103 shares of Common Stock
that may be issuable in respect of accrued but unpaid dividends on
shares of Series A Preferred Stock. Mr. Wells has served as our
Chief Financial Officer since 2014.
(142)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock owned prior to the First Private Placement, shares
issuable upon exercise of stock options and restricted warrants and
shares issuable upon the conversion of Series A Preferred Stock and
issuable upon exercise of Series A Warrants. Shares of Common Stock
registered hereby include (i) 20,101 shares of Common Stock
issuable upon the conversion of Series A Preferred Stock, (ii)
20,101 shares of Common Stock issuable upon the exercise of Series
A Warrants and (iii) an estimated 24,205 shares of Common Stock
that may be issuable in respect of accrued but unpaid dividends on
shares of Series A Preferred Stock.
(143)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock owned prior to the First Private Placement, shares
issuable upon exercise of stock options and restricted warrants and
shares issuable upon the conversion of Series A Preferred Stock and
issuable upon exercise of Series A Warrants. Shares of Common Stock
registered hereby include (i) 25,126 shares of Common Stock
issuable upon the conversion of Series A Preferred Stock, (ii)
25,126 shares of Common Stock issuable upon the exercise of Series
A Warrants and (iii) an estimated 30,257 shares of Common Stock
that may be issuable in respect of accrued but unpaid dividends on
shares of Series A Preferred Stock.
26
(144)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock owned prior to the First Private Placement, shares
issuable upon exercise of stock options and restricted warrants and
shares issuable upon the conversion of Series A Preferred Stock and
issuable upon exercise of Series A Warrants. Shares of Common Stock
registered hereby include (i) 15,076 shares of Common Stock
issuable upon the conversion of Series A Preferred Stock, (ii)
15,076 shares of Common Stock issuable upon the exercise of Series
A Warrants and (iii) an estimated 18,154 shares of Common Stock
that may be issuable in respect of accrued but unpaid dividends on
shares of Series A Preferred Stock.
(145)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock owned prior to the First Private Placement, shares
issuable upon exercise of stock options and restricted warrants and
shares issuable upon the conversion of Series A Preferred Stock and
issuable upon exercise of Series A Warrants. Shares of Common Stock
registered hereby include (i) 50,252 shares of Common Stock
issuable upon the conversion of Series A Preferred Stock, (ii)
50,252 shares of Common Stock issuable upon the exercise of Series
A Warrants and (iii) an estimated 60,513 shares of Common Stock
that may be issuable in respect of accrued but unpaid dividends on
shares of Series A Preferred Stock.
(146)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock owned prior to the First Private Placement, shares
issuable upon exercise of stock options and restricted warrants and
shares issuable upon the conversion of Series A Preferred Stock and
issuable upon exercise of Series A Warrants. Shares of Common Stock
registered hereby include (i) 20,101 shares of Common Stock
issuable upon the conversion of Series A Preferred Stock, (ii)
20,101 shares of Common Stock issuable upon the exercise of Series
A Warrants and (iii) an estimated 24,205 shares of Common Stock
that may be issuable in respect of accrued but unpaid dividends on
shares of Series A Preferred Stock.
(147)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock owned prior to the First Private Placement, shares
issuable upon exercise of stock options and restricted warrants and
shares issuable upon the conversion of Series A Preferred Stock and
issuable upon exercise of Series A Warrants. Shares of Common Stock
registered hereby include (i) 48,599 shares of Common Stock
issuable upon the conversion of Series A Preferred Stock, (ii)
48,599 shares of Common Stock issuable upon the exercise of Series
A Warrants and (iii) an estimated 58,523 shares of Common Stock
that may be issuable in respect of accrued but unpaid dividends on
shares of Series A Preferred Stock.
(148)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock owned prior to the First Private Placement, shares
issuable upon exercise of stock options and restricted warrants and
shares issuable upon the conversion of Series A Preferred Stock and
issuable upon exercise of Series A Warrants. Shares of Common Stock
registered hereby include (i) 25,126 shares of Common Stock
issuable upon the conversion of Series A Preferred Stock, (ii)
25,126 shares of Common Stock issuable upon the exercise of Series
A Warrants and (iii) an estimated 30,257 shares of Common Stock
that may be issuable in respect of accrued but unpaid dividends on
shares of Series A Preferred Stock.
(149)
Common Stock
beneficially owned prior to the offering consists of shares of
Common Stock owned prior to the First Private Placement, shares
issuable upon exercise of stock options and restricted warrants and
shares issuable upon the conversion of Series A Preferred Stock and
issuable upon exercise of Series A Warrants. Shares of Common Stock
registered hereby include (i) 48,599 shares of Common Stock
issuable upon the conversion of Series A Preferred Stock, (ii)
48,599 shares of Common Stock issuable upon the exercise of Series
A Warrants and (iii) an estimated 58,523 shares of Common Stock
that may be issuable in respect of accrued but unpaid dividends on
shares of Series A Preferred Stock.
27
PLAN OF DISTRIBUTION
The
Selling Stockholders, which as used herein includes donees,
pledgees, transferees or other successors-in-interest selling
shares of Common Stock or interests in shares of Common Stock
received after the date of this prospectus from a Selling
Stockholder as a gift, pledge, partnership distribution or other
transfer, may, from time to time, sell, transfer or otherwise
dispose of any or all of their shares of Common Stock or interests
in shares of Common Stock on any stock exchange, market or trading
facility on which the shares are traded or in private transactions.
These dispositions may be at fixed prices, at prevailing market
prices at the time of sale, at prices related to the prevailing
market price, at varying prices determined at the time of sale, or
at negotiated prices.
The
Selling Stockholders may use any one or more of the following
methods when disposing of shares or interests therein:
●
ordinary brokerage
transactions and transactions in which the broker-dealer solicits
purchasers;
●
block trades in
which the broker-dealer will attempt to sell the shares as agent,
but may position and resell a portion of the block as principal to
facilitate the transaction;
●
purchases by a
broker-dealer as principal and resale by the broker-dealer for its
account;
●
an exchange
distribution in accordance with the rules of the applicable
exchange;
●
privately
negotiated transactions;
●
short sales
effected after the date the registration statement of which this
prospectus is a part is declared effective by the SEC;
●
through the writing
or settlement of options or other hedging transactions, whether
through an options exchange or otherwise;
●
broker-dealers may
agree with the Selling Stockholders to sell a specified number of
such shares at a stipulated price per share;
●
a combination of
any such methods of sale; and
●
any other method
permitted by applicable law.
The
Selling Stockholders may, from time to time, pledge or grant a
security interest in some or all of the shares of Common Stock
owned by them and, if they default in the performance of their
secured obligations, the pledgees or secured parties may offer and
sell the shares of Common Stock, from time to time, under this
prospectus, or under an amendment to this prospectus under Rule
424(b)(3) or other applicable provision of the Securities Act
amending the list of Selling Stockholders to include the pledgee,
transferee or other successors in interest as Selling Stockholders
under this prospectus. The Selling Stockholders also may transfer
the shares of Common Stock in other circumstances, in which case
the transferees, pledgees or other successors in interest will be
the selling beneficial owners for purposes of this
prospectus.
In
connection with the sale of the Securities or interests therein,
the Selling Stockholders may enter into hedging transactions with
broker-dealers or other financial institutions, which may in turn
engage in short sales of the Securities in the course of hedging
the positions they assume. The Selling Stockholders may also sell
shares of our Common Stock short and deliver the Securities to
close out their short positions, or loan or pledge the Securities
to broker-dealers that in turn may sell the Securities. The Selling
Stockholders may also enter into option or other transactions with
broker-dealers or other financial institutions or the creation of
one or more derivative securities which require the delivery to
such broker-dealer or other financial institution of shares offered
by this prospectus, which shares such broker-dealer or other
financial institution may resell pursuant to this prospectus (as
supplemented or amended to reflect such transaction).
The
aggregate proceeds to the Selling Stockholders from the sale of the
Securities offered by them will be the purchase price of the
Securities less discounts or commissions, if any. Each of the
Selling Stockholders reserves the right to accept and, together
with their agents from time to time, to reject, in whole or in
part, any proposed purchase of Securities to be made directly or
through agents. We will not receive any of the proceeds from this
offering, although we will receive the exercise price of any
exercised Series A Warrants or Series B Warrants paid to us by the
Selling Stockholders or their transferees, which will be used for
working capital and general corporate purposes.
The
Selling Stockholders also may resell all or a portion of the
Securities in open market transactions in reliance upon Rule 144
under the Securities Act, provided that they meet the criteria and
conform to the requirements of that rule.
28
The
Selling Stockholders and any underwriters, broker-dealers or agents
that participate in the sale of the Securities or interests therein
may be “underwriters” within the meaning of Section
2(11) of the Securities Act. Any discounts, commissions,
concessions or profit they earn on any resale of the Securities may
be underwriting discounts and commissions under the Securities Act.
Selling Stockholders who are “underwriters” within the
meaning of Section 2(11) of the Securities Act will be subject to
the prospectus delivery requirements of the Securities
Act.
To the
extent required, the shares of our Common Stock to be sold, the
names of the Selling Stockholders, the respective purchase prices
and public offering prices, the names of any agents, dealer or
underwriter, any applicable commissions or discounts with respect
to a particular offer will be set forth in an accompanying
prospectus supplement or, if appropriate, a post-effective
amendment to the registration statement that includes this
prospectus.
In
order to comply with the securities laws of some states, if
applicable, the Securities may be sold in these jurisdictions only
through registered or licensed brokers or dealers. In addition, in
some states the Securities may not be sold unless they been
registered or qualified for sale or an exemption from registration
or qualification requirements is available and is complied
with.
We have
advised the Selling Stockholders that the anti-manipulation rules
of Regulation M under the Exchange Act may apply to sales of
Securities in the market and to the activities of the Selling
Stockholders and their affiliates. In addition, to the extent
applicable, we will make copies of this prospectus (as it may be
supplemented or amended from time to time) available to the Selling
Stockholders for the purpose of satisfying the prospectus delivery
requirements of the Securities Act. The Selling Stockholders may
indemnify any broker-dealer that participates in transactions
involving the sale of the Securities against certain liabilities,
including liabilities arising under the Securities
Act.
We have
agreed to indemnify the Selling Stockholders against liabilities,
including liabilities under the Securities Act and state securities
laws, relating to the registration of the Securities offered by
this prospectus.
We have
agreed with the Selling Stockholders to use commercially reasonable
efforts to keep the registration statement of which this prospectus
is a part effective until the earlier of (1) such time as all of
the Securities covered by this prospectus have been sold or (2) the
date on which all of the Securities may be sold without restriction
pursuant to Rule 144 of the Securities Act.
29
DESCRIPTION OF CAPITAL STOCK
The
following is a brief description of our capital stock. This summary
does not purport to be complete in all respects. This description
is subject to and qualified entirely by the terms of our Fourth
Amended and Restated Certificate of Incorporation (the
“Certificate of Incorporation”), the Series A
Certificate of Designations, the Series B Certificate of
Designations and our amended and restated bylaws, copies of which
have been filed with the SEC and are also available upon request
from us.
Authorized Capitalization
We have
60,000,000 shares of capital stock authorized under our Certificate
of Incorporation, consisting of 50,000,000 shares of common stock
with a par value of $0.0001 per share (“Common Stock”)
and 10,000,000 shares of preferred stock with a par value of
$0.0001 per share (“Preferred Stock”), of which 10,000
shares have been designated Series A Convertible Preferred Stock
and 1,000 shares have been designated Series B Convertible
Preferred Stock. As of December 31, 2019, we had 8,420,401 shares
of Common Stock issued and outstanding held of record by 41
stockholders, 6,338.490 shares of Series A Preferred Stock issued
and outstanding held of record by 144 stockholders and 351.712
shares of Series B Preferred Stock issued and outstanding held of
record by seven stockholders. Our authorized but unissued shares of
Common Stock and Preferred Stock are available for issuance without
further action by our stockholders, unless such action is required
by applicable law or the rules of any stock exchange or automated
quotation system on which our securities may be listed or
traded.
Common Stock
The
holders of outstanding shares of Common Stock are entitled to such
dividends as may be declared by our board of directors out of funds
legally available for such purpose. The shares of Common Stock are
neither redeemable nor convertible. Holders of Common Stock have no
preemptive or subscription rights to purchase any of our
securities.
Each
holder of our Common Stock is entitled to one vote for each such
share outstanding in the holder’s name. No holder of Common
Stock is entitled to cumulate votes in voting for
directors.
In the
event of our liquidation, dissolution or winding up, the holders of
our Common Stock are entitled to receive pro rata our assets, which
are legally available for distribution, after payments of all debts
and other liabilities. All of the outstanding shares of our Common
Stock are fully paid and non-assessable.
Our
shares of Common Stock are listed on the Nasdaq Capital Market
under the symbol “NDRA.”
Preferred Stock
Our
board of directors has the authority, without further action by the
stockholders, to issue up to 10,000,000 shares of Preferred Stock
in one or more series and to fix the designations, powers, rights,
preferences, qualifications, limitations and restrictions thereof.
These designations, powers, rights and preferences could include
voting rights, dividend rights, dissolution rights, conversion
rights, exchange rights, redemption rights, liquidation
preferences, and the number of shares constituting any series or
the designation of such series, any or all of which may be greater
than the rights of Common Stock. The issuance of Preferred Stock
could adversely affect the voting power of holders of Common Stock
and the likelihood that such holders will receive dividend payments
and payments upon liquidation. In addition, the issuance of
Preferred Stock could have the effect of delaying, deferring or
preventing change in our control or other corporate
action.
Series A Convertible Preferred Stock. Each share of Series A Preferred Stock has a
Series A Issue Price of $1,000. Dividends accrue on the Series A
Issue Price at a rate of 6.0% per annum and are payable to holders
of Series A Preferred Stock as, when and if declared by our Board
of Directors.
Shares of Series A Preferred Stock, including accrued but unpaid
dividends, are convertible into Common Stock at a conversion price
of $0.87 per share of Common Stock. The conversion price is subject
to proportional adjustment for certain transactions relating to our
capital stock, including stock splits, stock dividends and similar
transactions. Holders may convert their shares of Series A
Preferred Stock into Common Stock at any time and we have the right
to cause each holder to convert their shares of Series A Preferred
Stock in the event that (i) the average of the daily
volume-weighted average price of Common Stock over any 10
consecutive trading days is greater than $1.74 (as adjusted for
stock splits, stock dividends and similar transactions) and (ii)
there is then an effective registration statement registering under
the Securities Act the resale of the shares of Common Stock
issuable upon such conversion of Series A Preferred
Stock.
Holders of Series A Preferred Stock are entitled to a liquidation
preference in the event of any liquidation, dissolution or winding
up of the Company based on their shares’ aggregate Series A
Issue Price and accrued and unpaid dividends.
30
Holders of shares of Series A Preferred Stock vote with the holders
of Common Stock and are entitled to a number of votes equal to the
number of shares of Common Stock into which such holder’s
shares of Series A Preferred Stock are then
convertible.
Series B Convertible Preferred Stock. Each share of Series B Preferred Stock has a
Series B Issue Price of $1,000. Dividends accrue on the Series B
Issue Price at a rate of 6.0% per annum and are payable to holders
of Series B Preferred Stock as, when and if declared by our Board
of Directors.
Shares of Series B Preferred Stock, including accrued but unpaid
dividends, are convertible into Common Stock at a conversion price
of $0.99 per share of Common Stock. The conversion price is subject
to proportional adjustment for certain transactions relating to our
capital stock, including stock splits, stock dividends and similar
transactions. Holders may convert their shares of Series B
Preferred Stock into Common Stock at any time and we have the right
to cause each holder to convert their shares of Series B Preferred
Stock in the event that (i) the average of the daily
volume-weighted average price of Common Stock over any 10
consecutive trading days is greater than $1.98 (as adjusted for
stock splits, stock dividends and similar transactions) and (ii)
there is then an effective registration statement registering under
the Securities Act the resale of the shares of Common Stock
issuable upon such conversion of Series B Preferred
Stock.
Holders of Series B Preferred Stock are entitled to a liquidation
preference in the event of any liquidation, dissolution or winding
up of the Company based on their shares’ aggregate Series B
Issue Price and accrued and unpaid dividends. Such
liquidation preference of Series B Preferred Stock holders is on
a pari
passu basis with holders of
Series A Preferred Stock.
Holders of shares of Series B Preferred Stock vote with the holders
of Common Stock, and with any other shares of preferred stock that
vote with the Common Stock, and are entitled to a number of votes
equal to the number of shares of Common Stock into which such
holder’s shares of Series B Preferred Stock are then
convertible.
Stock Options and Warrants
As of
December 31, 2019, we had reserved the following shares of Common
Stock for issuance pursuant to stock options, warrants and equity
plans:
●
1,932,000 shares of
Common Stock issuable upon the exercise of outstanding warrants
issued in our initial public offering listed on the Nasdaq Capital
Market under the symbol “NDRAW,” at an exercise price
of $6.25 per share;
●
2,606,566 shares of
Common Stock issuable upon the exercise of outstanding unregistered
warrants, at a weighted average exercise price of $2.83 per
share;
●
3,413,728 shares of
our Common Stock issuable upon the exercise of outstanding stock
options issued pursuant to our Incentive Plan at a weighted average
exercise price of $1.80 per share; and
●
1,109,532 shares of
our Common Stock reserved for future issuance under our Incentive
Plan.
Other Convertible Securities
On July
26, 2019, we issued $2.59 million aggregate principal amount of
10.0% Senior Secured Convertible Notes due 2020 (the
“Notes”) sold in a private placement.
Each Note bears interest at a rate of 10% per annum until maturity
on April 26, 2020 (the “Maturity Date”). Interest will
be paid in arrears on the outstanding principal amount on the three
month anniversary of the issuance of the Notes and each three month
period thereafter and on the Maturity Date.
Holders of Notes (“Noteholders”) are entitled to
convert principal and accrued, unpaid interest on the Notes into
shares of Common Stock. As of December 31, 2019, the Notes were
convertible into 371,517 shares of Common Stock at a conversion
price per share equal to $1.49 and we had additionally reserved an
estimated 6,426 shares that may be issued in respect of accrued and
unpaid interest upon conversion of such Notes.
The Notes provide for customary events of default. In the case of
an event of default with respect to the Notes, each Noteholder may
declare its Note to be due and payable immediately without further
action or notice. If an event of default occurs and is continuing,
interest on the Notes will automatically be increased to 18% until
the default is cured.
31
GE Healthcare Right
In
April 2016, we entered into a Collaborative Research Agreement with
General Electric Company, acting through its GE Healthcare business
unit and the GE Global Research Center, or GE Healthcare. The
agreement provides that prior to selling any equity interests in
our company to a healthcare device manufacturer, we will first
offer to negotiate in good faith to sell such equity interests to
GE Healthcare.
Transfer Agent
The
transfer agent of our Common Stock offered hereby is Corporate
Stock Transfer, Inc., 3200 Cherry Creek Dr. South, Suite 430,
Denver, CO 80209. Its telephone number is (303)
282-4800.
Anti-Takeover Effects of Certain Provisions of Delaware Law and Our
Charter Documents
The
following is a summary of certain provisions of Delaware law, our
Certificate of Incorporation and our bylaws. This summary does not
purport to be complete and is qualified in its entirety by
reference to the corporate law of Delaware and our Certificate of
Incorporation and bylaws.
Effect of Delaware Anti-Takeover Statute. We are subject to
Section 203 of the Delaware General Corporation Law, an
anti-takeover law. In general, Section 203 prohibits a Delaware
corporation from engaging in any business combination (as defined
below) with any interested stockholder (as defined below) for a
period of three years following the date that the stockholder
became an interested stockholder, unless:
●
prior to that date,
the board of directors of the corporation approved either the
business combination or the transaction that resulted in the
stockholder becoming an interested stockholder;
●
upon consummation
of the transaction that resulted in the stockholder becoming an
interested stockholder, the interested stockholder owned at least
85% of the voting stock of the corporation outstanding at the time
the transaction commenced, excluding for purposes of determining
the number of shares of voting stock outstanding (but not the
voting stock owned by the interested stockholder) those shares
owned by persons who are directors and officers and by excluding
employee stock plans in which employee participants do not have the
right to determine whether shares held subject to the plan will be
tendered in a tender or exchange offer; or
●
on or subsequent to
that date, the business combination is approved by the board of
directors of the corporation and authorized at an annual or special
meeting of stockholders, and not by written consent, by the
affirmative vote of at least 66 2/3% of the outstanding voting
stock that is not owned by the interested stockholder.
Section
203 defines “business combination” to include the
following:
●
any merger or
consolidation involving the corporation and the interested
stockholder;
●
any sale, transfer,
pledge or other disposition of 10% or more of the assets of the
corporation involving the interested stockholder;
●
subject to certain
exceptions, any transaction that results in the issuance or
transfer by the corporation of any stock of the corporation to the
interested stockholder;
●
subject to limited
exceptions, any transaction involving the corporation that has the
effect of increasing the proportionate share of the stock of any
class or series of the corporation beneficially owned by the
interested stockholder; or
●
the receipt by the
interested stockholder of the benefit of any loans, advances,
guarantees, pledges or other financial benefits provided by or
through the corporation.
In
general, Section 203 defines an interested stockholder as any
entity or person beneficially owning 15% or more of the outstanding
voting stock of the corporation, or who beneficially owns 15% or
more of the outstanding voting stock of the corporation at any time
within a three-year period immediately prior to the date of
determining whether such person is an interested stockholder, and
any entity or person affiliated with or controlling or controlled
by any of these entities or persons.
Our Charter Documents. Our charter documents include
provisions that may have the effect of discouraging, delaying or
preventing a change in control or an unsolicited acquisition
proposal that a stockholder might consider favorable, including a
proposal that might result in the payment of a premium over the
market price for the shares held by our stockholders. Certain of
these provisions are summarized in the following
paragraphs.
32
Effects of authorized but unissued common stock. One of the
effects of the existence of authorized but unissued common stock
may be to enable our board of directors to make more difficult or
to discourage an attempt to obtain control of our Company by means
of a merger, tender offer, proxy contest or otherwise, and thereby
to protect the continuity of management. If, in the due exercise of
its fiduciary obligations, the board of directors were to determine
that a takeover proposal was not in our best interest, such shares
could be issued by the board of directors without stockholder
approval in one or more transactions that might prevent or render
more difficult or costly the completion of the takeover transaction
by diluting the voting or other rights of the proposed acquirer or
insurgent stockholder group, by putting a substantial voting block
in institutional or other hands that might undertake to support the
position of the incumbent board of directors, by effecting an
acquisition that might complicate or preclude the takeover, or
otherwise.
Cumulative Voting. Our Certificate of Incorporation does not
provide for cumulative voting in the election of directors, which
would allow holders of less than a majority of the stock to elect
some directors.
Vacancies. Our Certificate of Incorporation provides that
all vacancies may be filled by the affirmative vote of a majority
of directors then in office, even if less than a
quorum.
Special Meeting of Stockholders. A special meeting of
stockholders may only be called by the Chairman of the board of
directors, the President, the Chief Executive Officer, or the board
of directors at any time and for any purpose or purposes as shall
be stated in the notice of the meeting, or by request of the
holders of record of at least 20% of the outstanding shares of
common stock. This provision could prevent stockholders from
calling a special meeting because, unless certain significant
stockholders were to join with them, they might not obtain the
percentage necessary to request the meeting. Therefore,
stockholders holding less than 20% of the issued and outstanding
common stock, without the assistance of management, may be unable
to propose a vote on any transaction that would delay, defer or
prevent a change of control, even if the transaction were in the
best interests of our stockholders.
LEGAL MATTERS
The
validity of the Securities offered hereby has been passed upon for
us by K&L Gates LLP, Charlotte, North Carolina. As described
under “Selling Stockholders,” Mark R. Busch, a partner
at K&L Gates LLP, beneficially owns certain of our securities
and is participating as a selling stockholder in this
offering.
EXPERTS
The
financial statements of ENDRA Life Sciences Inc. as of December 31,
2018 and December 31, 2017 included in the Annual Report on Form
10-K for the year ended December 31, 2018 have been audited by RBSM
LLP, independent registered public accounting firm, as stated in
their report, which is incorporated herein by reference. We have
incorporated these financial statements by reference in reliance
upon the report of RBSM LLP, given upon their authority as experts
in accounting and auditing.
33
WHERE YOU CAN FIND MORE INFORMATION
We have
filed with the SEC a Registration Statement on Form S-3 under the
Securities Act to register the Securities offered by this
prospectus. The term “registration statement” means the
original registration statement and any and all amendments thereto,
including the schedules and exhibits to the original registration
statement or any amendment. This prospectus is part of that
registration statement. This prospectus does not contain all of the
information set forth in the registration statement or the exhibits
to the registration statement. For further information with respect
to us and the Securities being offered pursuant to this prospectus,
you should refer to the registration statement and its exhibits.
Statements contained in this prospectus as to the contents of any
contract, agreement or other document referred to are not
necessarily complete, and you should refer to the copy of that
contract or other documents filed as an exhibit to the registration
statement.
We file
annual reports, quarterly reports, current reports, proxy
statements and other information with the SEC under the Exchange
Act. You can read our SEC filings, including the registration
statement, at the SEC’s website at www.sec.gov, which contains
reports, proxy and information statements and other information
regarding issuers that file electronically with the
SEC.
Our
website can be accessed at www.endrainc.com. The information
contained on, or that may be obtained from, our website is not, and
shall not be deemed to be, a part of this prospectus.
The
representations, warranties and covenants made by us in any
agreement that is filed as an exhibit to the registration statement
of which this prospectus is a part were made solely for the benefit
of the parties to such agreement, including, in some cases, for the
purpose of allocating risk among the parties to such agreements,
and should not be deemed to be a representation, warranty or
covenant to you. Moreover, such representations, warranties or
covenants were made as of an earlier date. Accordingly, such
representations, warranties and covenants should not be relied on
as accurately representing the current state of our
affairs.
This
prospectus includes statistical and other industry and market data
that we obtained from industry publications and research, surveys
and studies conducted by third parties. Industry publications and
third-party research, surveys and studies generally indicate that
they have gathered their information from sources they believe to
be reliable, although they do not guarantee the accuracy or
completeness of such information. While we believe that these
industry publications and third-party research, surveys and studies
are reliable, we have not independently verified such
data.
34
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC
allows us to “incorporate by reference” information
from other documents that we file with it, which means that we can
disclose important information to you by referring you to those
documents. The information incorporated by reference is considered
to be part of this prospectus. Information in this prospectus
supersedes information incorporated by reference that we filed with
the SEC prior to the date of this prospectus.
We
incorporate by reference into this prospectus and the registration
statement of which this prospectus is a part the information or
documents listed below that we have filed with the
SEC:
●
our annual report
on Form 10-K for the fiscal year ended December 31, 2018 filed with
the SEC on
March 11,
2019;
●
our quarterly
reports on Form 10-Q for the fiscal quarter ended March 31, 2019
filed with the SEC on
May 14, 2019,
for the fiscal quarter ended June 30, 2019 filed with the SEC on
August 8, 2019
and for the fiscal quarter ended September 30, 2019 filed with the
SEC on
November 13,
2019;
●
our Current Reports
on Form 8-K filed with the SEC on
May 20, 2019,
July 29, 2019,
August 16,
2019,
December 11,
2019, as amended on
December 13,
2019,
December 26,
2019, and
December 27,
2019;
●
our Definitive
Proxy Statement on Schedule 14A related to our 2019 Annual Meeting
of Stockholders, filed with the SEC on
April 15,
2019; and
●
the description of
our Common Stock contained in our Registration Statement on Form
8-A (File No. 001-37969) filed with the SEC on
December 16,
2016, including any amendment or reports filed for the
purpose of updating such description.
We also
incorporate by reference any future filings (other than current
reports furnished under Item 2.02 or Item 7.01 of Form 8-K and
exhibits filed on such form that are related to such items unless
such Form 8-K expressly provides to the contrary) made with the SEC
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
including those made on or after the date of the initial filing of
the registration statement of which this prospectus is a part and
prior to effectiveness of such registration statement, until we
file a post-effective amendment that indicates the termination of
the offering of the Securities made by this prospectus and will
become a part of this prospectus from the date that such documents
are filed with the SEC. Information in such future filings updates
and supplements the information provided in this prospectus. Any
statements in any such future filings will automatically be deemed
to modify and supersede any information in any document we
previously filed with the SEC that is incorporated or deemed to be
incorporated herein by reference to the extent that statements in
the later filed document modify or replace such earlier
statements.
We will
furnish without charge to you, on written or oral request, a copy
of any or all of the documents incorporated by reference, including
exhibits to these documents. You should direct any requests for
documents to ENDRA Life Sciences Inc., 3600 Green Court, Suite 350,
Ann Arbor, Michigan 48105; Telephone: (734) 335-0468. Copies of the
above reports may also be accessed from our website at
www.endrainc.com. We have authorized no one to provide you with any
information that differs from that contained in this prospectus.
Accordingly, you should not rely on any information that is not
contained in this prospectus. You should not assume that the
information in this prospectus is accurate as of any date other
than the date on the front cover of this prospectus.
Any
statement contained in a document incorporated or deemed to be
incorporated by reference in this prospectus will be deemed
modified, superseded or replaced for purposes of this prospectus to
the extent that a statement contained in this prospectus modifies,
supersedes or replaces such statement.
35
ENDRA Life Sciences Inc.
25,644,002 Shares of Common Stock for sale by the Selling
Stockholders
PROSPECTUS
January , 2020
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Set
forth below is an estimate (except for registration fees, which are
actual) of the approximate amount of the fees and expenses payable
by us in connection with the issuance and distribution of the
Securities. The Selling Stockholders will not be responsible for
any of the expenses of this offering.
|
SEC registration
fee
|
$6,141
|
|
Accounting fees and
expenses
|
$15,000
|
|
Legal fees and
expenses
|
$50,000
|
|
Miscellaneous
|
$3,859
|
|
Total
|
$75,000
|
Item 15. Indemnification of Directors and Officers.
The
following summary is qualified in its entirety by reference to the
complete text of any statutes referred to below and the Fourth
Amended and Restated Certificate of Incorporation of ENDRA Life
Sciences Inc., a Delaware corporation.
Section
145 of the General Corporation Law of the State of Delaware (the
“DGCL”) permits a Delaware corporation to indemnify any
person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation) by reason of
the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys’ fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by the person in connection with such action,
suit or proceeding if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
the person’s conduct was unlawful.
In the
case of an action by or in the right of the corporation, Section
145 of the DGCL permits a Delaware corporation to indemnify any
person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by reason of
the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys’ fees)
actually and reasonably incurred by the person in connection with
such action, suit or proceeding if the person acted in good faith
and in a manner the person reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to
indemnity for such expenses that the Court of Chancery or such
other court shall deem proper.
Section
145 of the DGCL also permits a Delaware corporation to purchase and
maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability
asserted against such person and incurred by such person in any
such capacity, or arising out of such person’s status as
such, whether or not the corporation would have the power to
indemnify such person against such liability under Section 145 of
the DGCL.
Article
NINTH of our Fourth Amended and Restated Certificate of
Incorporation states that our directors shall not be personally
liable to us or to our stockholders for monetary damages for any
breach of fiduciary duty as a director, notwithstanding any
provision of law imposing such liability. Under Section 102(b)(7)
of the DGCL, the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of
fiduciary duty can be limited or eliminated except (i) for any
breach of the director’s duty of loyalty to the corporation
or its stockholders; (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of
law; (iii) under Section 174 of the DGCL (relating to unlawful
payment of dividend or unlawful stock purchase or redemption); or
(iv) for any transaction from which the director derived an
improper personal benefit.
Article
EIGHTH of our Fourth Amended and Restated Certificate of
Incorporation provides that we shall indemnify (and advance
expenses to) our officers and directors to the full extent
permitted by the DGCL.
All of
the Company’s directors and officers are covered by insurance
policies maintained by the Company against specified liabilities
for actions taken in their capacities as such, including
liabilities under the Securities Act. Such insurance also insures
us against losses which we may incur in indemnifying our officers
and directors.
II-1
As
permitted by the DGCL, we have entered into indemnification
agreements with each of our directors and executive officers that
require us to indemnify them against various actions including, but
not limited to, third-party actions where such director or
executive officer, by reason of his or her corporate status, is a
party or is threatened to be made a party to an action, or by
reason of anything done or not done by such director in any such
capacity. We indemnify directors and executive officers against all
costs, judgments, penalties, fines, liabilities, amounts paid in
settlement by or on behalf of such directors or executive officers
and for any expenses actually and reasonably incurred by such
directors or executive officers in connection with such action, if
such directors or executive officers acted in good faith and in a
manner they reasonably believed to be in or not opposed to our best
interests, and with respect to any criminal proceeding, had no
reasonable cause to believe their conduct was unlawful. We also
intend to advance to our directors and executive officers expenses
(including attorney’s fees) incurred by or on behalf of such
directors and executive officers in advance of the final
disposition of any action after our receipt of a statement or
statements from directors or executive officers requesting such
payment or payments from time to time, provided that such statement
or statements are preceded or accompanied by a written undertaking,
by or on behalf of such directors or executive officers, to repay
such amount if it shall ultimately be determined that they are not
entitled to be indemnified against such expenses by
us.
The
indemnification agreements also set forth certain procedures that
will apply in the event of a claim for indemnification or
advancement of expenses, including, among others, provisions about
submitting a written request to us that includes such documentation
and information as is reasonably available to the director or
executive officer and is reasonably necessary to determine
entitlement to indemnification and provisions.
Item 16. Exhibits and Financial Statement Schedules.
|
|
Incorporated by Reference
|
||||||
|
Exhibit Number
|
Exhibit Description
|
Filed Herewith
|
Form
|
Exhibit
|
Filing Date
|
Registration/File No.
|
|
|
Specimen
Certificate representing shares of common stock of the
Registrant
|
|
S-1
|
4.1
|
11/21/16
|
333-214724
|
|
|
|
Certificate
of Designations of Series A Convertible Preferred
Stock
|
|
8-K
|
4.1
|
12/11/19
|
001-37969
|
|
|
|
Certificate
of Designations of Series B Convertible Preferred
Stock
|
|
8-K
|
4.1
|
12/26/19
|
001-37969
|
|
|
|
Form of
Series A Warrant
|
|
8-K
|
4.2
|
12/11/19
|
001-37969
|
|
|
|
Form of
Series B Warrant
|
|
8-K
|
4.2
|
12/26/19
|
001-37969
|
|
|
|
Form of
Securities Purchase Agreement dated December 5, 2019
|
|
8-K
|
10.1
|
12/11/19
|
001-37969
|
|
|
|
Form of
Securities Purchase Agreement dated December 19, 2019
|
|
8-K
|
10.1
|
12/26/19
|
001-37969
|
|
|
|
Form of
Registration Rights Agreement
|
|
8-K
|
10.2
|
12/11/19
|
001-37969
|
|
|
|
Opinion
of K&L Gates LLP
|
X
|
|
|||||
|
Consent
of RBSM LLP, Independent Registered Public Accounting
Firm
|
X
|
|
|||||
|
23.2
|
Consent
of K&L Gates LLP (contained in Exhibit 5.1)
|
X
|
|
||||
|
24.1
|
Power
of Attorney (included on signature page)
|
X
|
|
||||
Item 17. Undertakings.
Insofar
as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described
under Item 15 or otherwise, the registrant has been advised that in
the opinion of the Commission such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities, other than the payment by
the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense
of any action, suit or proceeding, is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
(a)
The undersigned
registrant hereby undertakes:
1.
To file, during any
period in which offers or sales are being made, a post-effective
amendment to this registration statement:
i. To
include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
II-2
ii. To
reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form
of a prospectus filed with the SEC pursuant to Rule 424(b) under
the Securities Act if, in the aggregate, the changes in volume and
price represent no more than 20% change in the maximum aggregate
offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement;
and
iii. To
include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.
provided, however, that paragraphs
(a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply
if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or
furnished to the SEC by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 (the
“Exchange Act”) that are incorporated by reference in
the registration statement, or is contained in a form of prospectus
filed pursuant to Rule 424(b) that is part of the registration
statement.
2.
That, for the
purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
3.
To remove from
registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination
of the offering.
(b)
The undersigned
registrant hereby undertakes that, for the purpose of determining
liability under the Securities Act of 1933 to any purchaser, each
prospectus filed pursuant to Rule 424(b) as part of a registration
statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses filed in
reliance on Rule 430A, shall be deemed to be part of and included
in the registration statement as of the date it is first used after
effectiveness; provided, however, that no statement made in a
registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or
prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such first use,
supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such date of
first use.
(c)
The undersigned
registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan’s annual
report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof.
II-3
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Ann Arbor,
State of Michigan, on this 10th day of January
2020.
ENDRA
Life Sciences Inc.
/s/ Francois
Michelon
Francois
Michelon
Chief
Executive Officer and Director
(Principal
Executive Officer)
POWER
OF ATTORNEY
Each
person whose signature appears below constitutes and appoints
Francois Michelon and David R. Wells and each of them, his true and
lawful attorney-in-fact and agent, each with full power of
substitution and resubstitution, severally, for him and in his
name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this
registration statement, any subsequent registration statements
pursuant to Rule 462 of the Securities Act of 1933, as amended, and
to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them or their or his or her
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof. This power of attorney may be executed in
counterparts.
Pursuant
to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities and on the dates indicated.
|
Dated:
January 10, 2020
|
/s/ Francois
Michelon
Francois
Michelon
Chief
Executive Officer and Director
(Principal
Executive Officer)
|
|
Dated:
January 10, 2020
|
/s/ David R.
Wells
David
R. Wells
Chief
Financial Officer
(Principal
Financial and Accounting Officer)
|
|
Dated:
January 10, 2020
|
/s/ Anthony
DiGiandomenico
Anthony
DiGiandomenico, Director
|
|
Dated:
January 10, 2020
|
/s/ Sanjiv Gambhir,
M.D., Ph.D.
Sanjiv
Gambhir, M.D., Ph.D., Director
|
|
Dated:
January 10, 2020
|
/s/ Michael
Harsh
Michael
Harsh, Director
|
|
Dated:
January 10, 2020
|
/s/ Alexander
Tokman
Alexander
Tokman, Director
|
II-4
