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Subsequent Events
6 Months Ended
Jun. 30, 2016
Subsequent Events  
Subsequent Events

17.Subsequent Events

 

On February 12, 2016 the Company received a letter from the Listing Qualifications staff of The NASDAQ Stock Market LLC (NASDAQ) indicating that the Company’s common stock had failed to maintain a minimum bid price of $1.00 over the previous 30 consecutive business days, as required by NASDAQ Listing Rule 5550 (a)(2).  If the Company was not able to cure the deficiency, its common stock would be subject to delisting.

 

To address the deficiency, the Company effected a one-for-five reverse stock split and on August 8, 2016, the Company received a letter from the Listing Qualifications staff of The NASDAQ indicating that the Company had regained compliance with Listing Rule 5550(a)(2) and the matter was now closed.

 

On April 1, 2016, the Company received a second letter from the Listing Qualifications staff of NASDAQ indicating that the Company failed to meet the requirement to maintain a minimum stockholders’ equity of $2,500,000, as set forth in NASDAQ Listing Rule 5550(b)(1).  The Company submitted a compliance plan to NASDAQ, requesting an extension until September 15, 2016 to successfully complete its plan and demonstrate compliance with the rule.  On May 27, 2016, NASDAQ granted the Company an extension of time to regain compliance with the minimum stockholders’ equity rule.  Pursuant to the extension, (i) on or before June 30, 2016, the Company must have entered into certain definitive agreements that it identified in its plan of compliance, the consummation of which would cure the deficiency, and (ii) on or before September 15, 2016, the Company must consummate the transactions contemplated by the definitive agreements and demonstrate compliance with the minimum stockholders’ equity rule.  On June 30, 2016, the Company entered into the definitive agreements that it had identified in its plan of compliance, and the Company is pursuing consummation of the transactions contemplated by the definitive agreements.

 

On August 25, 2016 the Company will hold a special meeting of its stockholders to consider and vote to approve, in exchange for outstanding promissory notes and other evidences of debt in the aggregate principal amount of $7.5 million plus accrued interest thereon owed by the Company to Kanis S.A., the issuance of a number of shares of the Company’s common stock determined by dividing the Kanis S.A. indebtedness as of the date of the exchange by $1.6215, and to approve, in exchange for an outstanding promissory note in the aggregate principal amount of $0.5 million plus accrued interest thereon owed by the Company to Dr. Bell , the issuance of a number of shares of the Company’s common stock determined by dividing the Bell indebtedness as of the date of the exchange by $1.6215.  If the Company’s stockholders approve the issuance of shares in exchange for the Kanis S.A. and Bell indebtedness, the Company expects to exercise its right to mandatorily convert an additional $0.5 million in principal amount of indebtedness owed by the Company to Haldor Topsøe at a conversion price of $1.6215 per share.