| Subsequent Events |
Pursuant
to FASB ASC 855, Management has evaluated all events and transactions that occurred from September 30, 2017 through the date of
issuance of these financial statements. During this period, we did not have any significant subsequent events, except as disclosed
below:
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On
October 3, 2017, the Company entered into a Securities Purchase Agreement (the “Purchase
Agreement”) with certain investors named therein (the “Investors”),
pursuant to which the Company agreed to issue and sell, in a registered direct offering
by the Company directly to the Investors (the “Registered Offering”), an
aggregate of 1,647,691 shares Common Stock, at an offering price of $3.90 per share for
gross proceeds of approximately $6,425,995 before deducting the placement agent fee and
related offering expenses. The Shares were offered by the Company pursuant to a registration
statement on Form S-3 (File No. 333-214805), which was filed with the Securities and
Exchange Commission (the “Commission”) on November 25, 2016 and was declared
effective by the Commission on December 19, 2016 (the “Registration Statement”). |
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In
a concurrent private placement (the “October 2017 Private Placement” and
together with the Registered Offering, the “Offerings”), the Company agreed
to issue to the Investors who participated in the Registered Offering warrants (the “Offering
Warrants” and collectively with the Shares, the “Securities”) exercisable
for one share of Common Stock for each Share purchased in the Registered Offering for
an aggregate of 1,647,691 shares of Common Stock at an exercise price of $3.90 per share.
Each Offering Warrant will be immediately exercisable on the date of its issuance and
will expire five years from the date it becomes exercisable. Subject to limited exceptions,
a holder of an Offering Warrant will not have the right to exercise any portion of its
warrants if the holder, together with its affiliates, would beneficially own in excess
of 4.99% of the number of shares of Common Stock outstanding immediately after giving
effect to such exercise (the “Beneficial Ownership Limitation”); provided,
however, that upon 61 days’ prior notice to the Company, the holder may increase
or decrease the Beneficial Ownership Limitation, provided further that in no event shall
the Beneficial Ownership Limitation exceed 9.99%. The Offering Warrants and the shares
of our Common Stock issuable upon the exercise of the Offering Warrants are not being
registered under the Securities Act of 1933, as amended (the “Securities Act”),
were not offered pursuant to the Registration Statement and were offered pursuant to
the exemption provided in Section 4(a)(2) under the Securities Act, and Rule 506(b) promulgated
thereunder. |
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On
October 2, 2017, the Company entered into an Engagement Letter (the “Engagement
Letter”) with Chardan (the “Placement Agent”) pursuant to which the
Company engaged Chardan as its placement agent in connection with the Offerings. The
Placement Agent agreed to use its reasonable best efforts to arrange for the sale of
the Securities. The Company agreed to pay the Placement Agent a placement agent fee in
cash equal to 9.0% of the gross proceeds from the sale of the Securities and to reimburse
certain out-of-pocket expenses of up to $35,000. The Engagement Letter also contains
representations, warranties, indemnification and other provisions customary for transactions
of this nature. |
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Subsequent
to September 30, 2017, the Company issued 25,000 shares of Common Stock upon conversion
of 75 shares of Series A Convertible Preferred Stock as a conversion prices of $3.00
per share. |
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