Įach share of Series E Preferred Stock is convertible at any time by the holder into approximately 980 shares of Common Stock, which is determined by dividing the stated value of the Series E Preferred Stock of $1,000 by the conversion price of $1.02 per share of Common Stock. Ironridge has also agreed not to engage in or effect, directly or indirectly, any short sale within one year following the closing under the Purchase Agreement. Under the Purchase Agreement, among other restrictions, for as long as Ironridge holds any shares of Series E Preferred Stock or Common Stock, Ironridge has agreed not to (i) vote any shares of Common Stock owned or controlled by it, (ii) acquire any additional securities of the Company which would result in its beneficial ownership of more than 9.99% of the total outstanding Common Stock, (iii) cause the Company to engage in any extraordinary corporate transaction, (iv) cause the Company to change its current board of directors or management, or (v) change the Company’s business. The Company has agreed to indemnify Ironridge against certain liabilities, including those relating to a breach of the Company’s representations, warranties and covenants in the Purchase Agreement and those arising in connection with the transactions contemplated by the Purchase Agreement.įor a period of 45 days following the date of the Purchase Agreement, the Company has agreed with Ironridge not to enter into any financing transaction with anyone other than Ironridge, with the exception of any financing transactions with commercial banks or government agencies, and any financing transactions of up to $500,000 with natural persons which do not include a variable rate component, a required minimum dividend payment or a make-whole provision.
The Purchase Agreement contains customary representations, warranties and covenants of each of the parties to the other. The closing of the Offering is expected to occur on or about Apupon compliance with all closing conditions, including the Company's receipt of the aggregate purchase price from Ironridge. (“ Ironridge”), pursuant to which Ironridge has agreed to purchase all of the 500 shares of Series E Preferred Stock offered by the Company in the Offering at a purchase price of $1,000 per share. In connection with the Offering, the Company entered into a Stock Purchase Agreement, dated Ap(the “ Purchase Agreement”) with Ironridge BioPharma Co., a division of Ironridge Global IV, Ltd.
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