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between the PW Funds and the Sales Agent, the Sales
Agent agreed to sell such shares in exchange for a commission of 4.0% of the gross price of the shares sold, plus reimbursement of up
to $35,000 in expenses. Under the Sales Agency Agreement, the PW Funds also agreed to a contractual lock-up for a period beginning
on the date of the Sales Agency Agreement and ending 180 days after the closing date of the sale, during which time the PW Funds agreed
not to directly or indirectly sell, offer or contract to sell any shares of the Issuer’s Common Stock held by the PW Funds except
pursuant to the Sales Agency Agreement and not to enter into any swap or other agreement that transfers, in whole or in part,
directly or indirectly, the economic consequences of ownership of the Issuer’s Common Stock.
On June 9, 2021, the Sales Agent consummated the sale
of 3,000,000 shares of the Issuer’s Common Stock pursuant to the Sales Agency Agreement. Immediately prior to the sale, the PW Funds
converted an aggregate of (i) 2,358 shares of Series A Preferred Stock into an aggregate of 1,064,517 shares of Common Stock, and (ii)
5,636 shares of Series B Preferred Stock into an aggregate of 1,935,483 shares of Common Stock. The sale was completed on June 11, 2021,
and no further sales may be made by the PW Funds for a period of 180 days from the date of the sale.
Pursuant to the Series A Certificate of
Designations and the Series B Certificate of Designations (collectively, the “Certificate of Designations”), the Issuer
was required to pay dividends quarterly in arrears on the last day of March, June, September and December in each year, commencing
upon the date of issuance and ending upon the date the U.S. Food and Drug Administration has approved the New Drug
Applications for certain of the Issuer’s products, which occurred on March 1, 2021. As a result, pursuant to the Certificate
of Designations, an adjustment to the applicable conversion price has been made to each of the Series A Preferred Stock and the
Series B Preferred Stock, such that after adjustment the number of shares of Common Stock into which such shares of Series A
Preferred Stock and Series B Preferred Stock are convertible equals the aggregate number of shares of Common Stock into which such
shares, plus any in-kind dividends in respect of such shares, would have been convertible if such dividends had all been paid in
kind, in additional shares of Series A Preferred Stock or Series B Preferred Stock, as applicable, prior to the conversion date. As
a result of these adjustments, the conversion price of the Series A Preferred Stock has been reduced to $2.2155 per share from $2.60
per share, and the conversion price of the Series B Preferred Stock has been reduced to $2.9125 per share from $3.10 per share.
The summary of the Sales Agency Agreement contained
herein is qualified in its entirety by reference to the complete text of the Sales Agency Agreement, a copy of which is filed as
an exhibit hereto and incorporated herein by reference.
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