Filing Details

Daniel Radden

c/o Armistice Capital, LLC

510 Madison Avenue

7^th Floor

New York, NY 10022

Telephone Number: 212-231-4930

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications)

Armistice Capital is an investment adviser registered with the Securities and Exchange Commission (the “SEC”) that is principally engaged in the business of providing investment management services to private investment vehicles, including the Master Fund. The principal business address of Armistice Capital is 510 Madison Avenue, 7^th Floor, New York, New York 10022.

The Master Fund is principally engaged in the business of investing in securities. The principal business address of the Master Fund is c/o dms Corporate Services Ltd., 20 Genesis Close, P.O. Box 314, Grand Cayman KY1-1104, Cayman Islands. The board of directors of the Master Fund consists of Steven Boyd, Kevin A. Phillip and Gregory S. Bennett.

Steven Boyd is the managing member of Armistice Capital and a director of the Master Fund. Mr. Boyd’s business address is 510 Madison Avenue, 7^th Floor, New York, New York 10022.

On September 23, 2019, the Issuer and the Master Fund entered into a warrant exercise agreement (the “Warrant Exercise Agreement”) pursuant to which the Master Fund exercised all 315,000,000 of its Series B Warrants of the Issuer (collectively, the “Series B Warrants”) in exchange for: (i) 6,700,000 Shares; and (ii) 308,300,000 Series F Prefunded Warrants of the Issuer (collectively, the “Series F Prefunded Warrants”).

The Series F Prefunded Warrants have a perpetual term and are currently exercisable; provided, however, that until the effectuation date of a reverse stock split by the Issuer (the “Reverse Stock Split”), the Issuer is not required to issue upon exercise of the Series F Prefunded Warrants a number of Shares that, when aggregated with any other Shares issued: (i) pursuant to the Warrant Exercise Agreement and the securities purchase agreement entered into the between the Issuer and the Master Fund on June 13, 2019 (the “Securities Purchase Agreement”); (ii) upon prior exercise of the warrants issued pursuant to the Warrant Exercise Agreement or the Securities Purchase Agreement; and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Shares pursuant to the Securities Purchase Agreement or the Warrant Exercise Agreement, would exceed 231,430,682, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Shares that occur after the date of the Warrant Exercise Agreement. After the effectuation of the Reverse Stock Split, the Series F Prefunded Warrants will not be subject to any beneficial ownership limitation and therefore may be exercised, in whole or in part, at any time. The exercise price of each Series F Prefunded Warrant is $0.001 per Share, subject to adjustment pursuant to the terms of the Series F Prefunded Warrants.

Pursuant to the Warrant Exercise Agreement, the Issuer also issued to the Master Fund 315,000,000 Series E Warrants of the Issuer (collectively, the “Series E Warrants”) as consideration for the Master Fund’s agreement to exercise all of its Series B Warrants. The Series E Warrants are currently exercisable; provided, however, that the Series E Warrants are subject to blocker provision that prevents the Master Fund from exercising the Series E Warrants if it would be more than a 9.99% beneficial owner of the Shares following any such exercise. The exercise price of each Series E Warrant is $0.05, subject to adjustment pursuant to the terms of the Series E Warrants. The term of the Series E Warrants is one year following the effectuation of the Reverse Stock Split.

In connection with the Warrant Exercise Agreement, the Issuer and the Master Fund also entered into an amended and restated registration rights agreement (the “Registration Rights Agreement”), pursuant to which the Issuer agreed to file a registration statement (“Registration Statement”) with the SEC within 60 days after the date of the Warrant Exercise Agreement in order to register: (i) the Shares acquired by the Master Fund pursuant to the Securities Purchase Agreement, as well as the Shares issuable upon exercise of the warrants issued thereunder; and (ii) the Shares acquired by the Master Fund pursuant to the Warrant Exercise Agreement, as well as the Shares issuable upon exercise of the Series F Prefunded Warrants and Series E Warrants. The Issuer also agreed to use its best efforts to cause the Registration Statement to be declared effective within 90 days after the date of the Warrant Exercise Agreement, or, in the event of a “full review” by the SEC, within 120 days after the date of the Warrant Exercise Agreement.

Pursuant to the Securities Purchase Agreement, the Master Fund has agreed to vote all of its Shares, by written consent or at a meeting, as of the applicable record date in favor of the Reverse Stock Split.

The foregoing was a summary of certain material terms of the: (i) Warrant Exercise Agreement; (ii) Series F Prefunded Warrants; (iii) Series E Warrants; (iv) Registration Rights Agreement; and (v) Securities Purchase Agreement. The foregoing descriptions are not, and do not purport to be, complete and, except as otherwise described above, are qualified in their entirety by reference to the full text of the forms of those documents, which have been filed as Exhibits B, C, D, E and F, respectively, and are incorporated herein by reference.

The Reporting Persons purchased the Shares for investment in the ordinary course of their investment activities based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, participating on the Issuer’s board of directors (the “Board”), engaging in communications with management and/or the Board, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, reshaping the Issuer's corporate strategy, recommending business development transactions, proposing changes to management, operations and the structure of the Board (including the composition of the Board), purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in subparagraphs (a) - (j) of Item 4 of Schedule 13D.

Except as otherwise set forth herein, the Reporting Persons do not have any present plans or proposals which would relate to, or result in, the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D. However, subject to market conditions and in compliance with applicable securities laws, the Reporting Persons reserve the right, at a later date, to effect one or more of such changes or transactions in the number of Shares they may be deemed to beneficially own in open-market or privately negotiated transactions, on such terms and at such times as the Reporting Persons may deem advisable.

As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of 252,630,682 Shares, constituting 92.2% of the Shares, based upon 273,885,915 Shares outstanding as of the date hereof, as adjusted for warrants of the Issuer beneficially owned by the Reporting Persons. Each of the Reporting Persons has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 252,630,682 Shares. Each of the Reporting Persons has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 252,630,682 Shares.

The transactions in the Shares by the Reporting Persons during the past sixty days that were not described in Item 4 above are set forth on Exhibit B. All of the reported transactions set forth on Exhibit B were conducted on the open market.

(e)

N/A

Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.4 to the Form 8-K filed with the SEC by the Issuer on September 30, 2019)

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the SEC by the Issuer on June 19, 2019)

Name: Steven Boyd

Title: Managing Member

Name: Steven Boyd

Title: Director

Name: Steven Boyd

Title: Managing Member

Name: Steven Boyd

Title: Director