Filing Details

On August 9, 2019, NS Trading and certain other investors (collectively, the “Investors”) entered into a Securities Purchase Agreement (the “Series E Purchase Agreement”) with the Issuer  pursuant to which, among other things, the Issuer issued and sold to the Investors, in a private placement transaction, an aggregate of 10,000 shares of the Issuer’s Fixed-Rate Cumulative Perpetual Preferred Stock, Series E, par value $0.001 per share (the “Series E Preferred Stock”), for a purchase price of $1,000 per share of Series E Preferred Stock, resulting in aggregate gross proceeds to the Issuer of $10 million. NS Trading purchased 3,000 shares of the Series E Preferred Stock for an aggregate purchase price of $3,000,000.

Each share of Series E Preferred Stock entitles the holder thereof to receive, when, as and if declared by the Issuer out of assets legally available therefor, cumulative cash dividends at an annual rate of 9.00% payable quarterly in arrears on January 1, April 1, July 1 and October 1 of each year, beginning on October 1, 2019. If dividends are not declared and paid in any quarter, or if such dividends are declared but holders of the Series E Preferred Stock elect not to receive them in cash, the quarterly dividend will be deemed to accrue and will be added to the Series E Base Amount. The Series E Preferred Stock has no voting rights unless otherwise required by law. The Series E Preferred Stock is perpetual and has no maturity date. However, the Issuer may, at its option, redeem shares of the Series E Preferred Stock, in whole or in part, on or after July 1, 2022, at a price equal to 110% of the Series E Base Amount plus (without duplication) any accrued and unpaid dividends. The “Series E Base Amount” means $1,000.00 per share, plus any accrued but unpaid dividends, whether or not declared by the Issuer’s board of directors, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series E Preferred Stock. In the event of a liquidation, dissolution or winding up of the Issuer, the holders of the Series E Preferred Stock will be entitled to receive, after satisfaction of liabilities to creditors and subject to the rights of holders of any senior securities, but before any distribution of assets is made to holders of common stock or any other junior securities, the Series E Base Amount plus (without duplication) any accrued and unpaid dividends.

The foregoing description of the Series E Purchase Agreement and the Series E Preferred Stock does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Series E Preferred Stock Purchase Agreement and the Certificate of Designation of the Series E Preferred Stock, a copy of which is filed as Exhibit 8 and Exhibit 9, respectively, to this Schedule 13D and is incorporated herein by reference.