Page 7 of 8 – SEC Filing
The Subject Securities were offered, issued and sold in reliance upon the exemption from the
registration requirements of the Securities Act of 1933, as amended (the Securities Act), set forth under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act, relating to
sales by an issuer not involving any public offering and in reliance on similar exemptions under applicable state laws.
The above
description of the material terms of the Placement is qualified in its entirety by reference to the full text of the 2018 Securities Purchase Agreement, 2018 Registration Rights Agreement, Form of Voting Agreement, Form of Warrant and Form of
Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock and Series A-1 Convertible Preferred Stock, copies of which are included as Exhibit 4, 5, 6, 7 and 8 to
this Schedule 13D, respectively.
Except as described above or otherwise herein, the Reporting Persons have no contracts, arrangements,
understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to the transfer or voting of any of the securities, finders fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO
BE FILED AS EXHIBITS
Item 7 of the Original Schedule 13D is amended and restated as follows:
| Exhibit 1 | Joint Filing Agreement of the Reporting Persons | |
| Exhibit 2 | Securities Purchase Agreement, dated February 28, 2017, by and among the Issuer and the Investors named therein (incorporated by reference to Exhibit 10.1 to the Issuers Current Report on Form 8-K filed on March 1, 2017).* | |
| Exhibit 3 | Form of Registration Rights Agreement (incorporated by reference to Exhibit B of the Securities Purchase Agreement referred to in Exhibit 2 hereto).* | |
| Exhibit 4 | Securities Purchase Agreement, dated March 16, 2018, by and among the Issuer and the Investors named therein (incorporated by reference to Exhibit 10.1 to the Issuers Current Report on Form 8-K filed on March 16, 2018) | |
| Exhibit 5 | Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Issuers Current Report on Form 8-K filed on March 16, 2018) | |
| Exhibit 6 | Form of Voting Agreement (incorporated by reference to Exhibit 10.3 to the Issuers Current Report on Form 8-K filed on March 16, 2018) | |
| Exhibit 7 | Form of Warrant (incorporated by reference to Exhibit 10.4 to the Issuers Current Report on Form 8-K filed on March 16, 2018) | |
| Exhibit 8 | Form of Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock and Series A-1 Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Issuers Current Report on Form 8-K filed on March 16, 2018) | |
| * | Previously Filed. |
