Page 8 of 14 – SEC Filing
CUSIP No. 253862 10 6 | 13D | Page 8 of 14 Pages |
February 2017 Warrant
On February 15, 2017, Iroquois Master Fund
and Iroquois Investment each acquired warrants to purchase 83,333 shares of Common Stock (collectively, the “February
2017 Warrants”). The February 2017 Warrants become exercisable on August 15, 2017 and entitle the holders to purchase
Shares at an exercise price of $0.90 per share for a period of five years of the date of issuance. The February 2017 Warrants may
be exercised for cash or on a cashless basis. The February 2017 Warrants are subject to a beneficial ownership limitation such
that the holder may not acquire Shares upon the exercise thereof if the holder would beneficially own (as defined in the February
2017 Warrants) in excess of 4.99% of the number of Shares outstanding immediately after such exercise, or the holder, with its
affiliates, would beneficially own in excess of 9.99% of the number of Shares outstanding immediately after such exercise; provided,
that such limitation may be increased or decreased at any time by the holder upon not less than 61 days’ prior written notice
to the Issuer.
The foregoing is only brief descriptions of
the material terms of the February 2017 Warrant. The foregoing descriptions are qualified in their entirety by reference to the
full text of the form of the February 2017 Warrant, which is filed as Exhibit 99.4 hereto and incorporated by reference herein.
April 5, 2017 Warrant
On April 5, 2017, Iroquois Master Fund acquired
a warrant to purchase 83,333 shares of Common Stock (the “April 5, 2017 Warrant”). The April 5, 2017 Warrant
becomes exercisable on October 5, 2017 and entitles the holder to purchase Shares at an exercise price of $0.90 per share for a
period of five years of the date of issuance. The April 5, 2017 Warrant may be exercised for cash or on a cashless basis. The April
5, 2017 Warrant is subject to a beneficial ownership limitation such that the holder may not acquire Shares upon the exercise thereof
if the holder would beneficially own (as defined in the April 5, 2017 Warrant) in excess of 4.99% of the number of Shares outstanding
immediately after such exercise, or the holder, with its affiliates, would beneficially own in excess of 9.99% of the number of
Shares outstanding immediately after such exercise; provided, that such limitation may be increased or decreased at any time by
the holder upon not less than 61 days’ prior written notice to the Issuer.
The foregoing is only brief descriptions of
the material terms of the April 5, 2017 Warrant. The foregoing descriptions are qualified in their entirety by reference to the
full text of the form of the April 5, 2017 Warrant, which is filed as Exhibit 99.5 hereto and incorporated by reference herein.
April 17, 2017 Subscription
On April 17, 2017, Iroquois Master Fund entered
in to a Securities Purchase Agreement the (“April 17, 2017 SPA”) with the Issuer, under which Iroquois Master
Fund purchased a convertible promissory note (the “Convertible Note”) and a warrant to purchase up to 83,334
Shares at $0.90 per Share (the “April 17, 2017 Warrant”, and together with the November 2016 Warrants, the February
2017 Warrants, and the April 5, 2017 Warrant, the “Warrants”).
The Convertible Note has a principal amount
of $125,000, with interest at 7% per annum, and matured on June 2, 2017. The Convertible Note is convertible into Common Stock
at $0.75 per Share.
The April 17, 2017 Warrant becomes exercisable
on October 17, 2017 and entitles the holder to purchase Shares at an exercise price of $0.90 per share for a period of five years
of the date of issuance. Such exercise price is subject to adjustment for stock splits, stock dividends, combinations or similar
events. The April 17, 2017 Warrant may be exercised for cash or, upon the failure to maintain an effective registration statement,
on a cashless basis. The April 17, 2017 Warrant is subject to the same beneficial ownership limitation as the November 2016 Warrants.
The foregoing is only brief descriptions of
the material terms of the April 17, 2017 SPA, April 17, 2017 Warrant and Convertible Note. The foregoing descriptions are qualified
in their entirety by reference to the full text of the form of the April 17, 2017 SPA, April 17, 2017 Warrant and Convertible Note,
which are filed as Exhibit 99.6, 99.7, and 99.9 respectively, hereto and incorporated by reference herein.