Quarterly report pursuant to Section 13 or 15(d)

Subsequent Events

v3.20.1
Subsequent Events
3 Months Ended
Mar. 31, 2020
Subsequent Events [Abstract]  
Subsequent Events

NOTE 23 – SUBSEQUENT EVENTS

 

Amendment to promissory notes

 

On October 3, 2019, in connection with the completion of the Transactions, the Company issued and sold convertible unsecured promissory notes in the aggregate principal amount of $5,000 (the “Notes”) to the Investors. A portion of the proceeds from the Notes were used to pay expenses related to the Transactions and the remaining proceeds may be used for general corporate purposes. On May 13, 2020, the Company and the Investors amended and restated the Notes to, among other things, (i) remove the conversion feature of the Notes, (ii) provide for certain mandatory prepayment obligations of the Company on or following October 1, 2020, and (iii) extend the maturity date of the Notes to March 31, 2021.

 

Equity distribution agreement

 

On May 14, 2020, the Company entered into an equity distribution agreement (the “Sales Agreement”) with Canaccord Genuity LLC, as sales agent (“Canaccord”), pursuant to which the Company may offer and sell, from time to time, through Canaccord shares of the Company’s common stock having an aggregate offering price of up to $25 million.

 

The Company is not obligated to sell any shares under the Sales Agreement. Subject to the terms and conditions of the Sales Agreement, Canaccord will use commercially reasonable efforts consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations, and the rules of the NASDAQ Global Market to sell shares from time to time based upon the Company’s instructions, including any price, time or size limits specified by the Company. Under the Sales Agreement, Canaccord may sell shares by any method deemed to be an “at-the-market” offering as defined in Rule 415 under the Securities Act of 1933, as amended, or any other method permitted by law, including in privately negotiated transactions. Canaccord’s obligations to sell shares under the Sales Agreement are subject to the satisfaction of certain conditions. The Company will pay Canaccord a commission of 3% of the aggregate gross proceeds from each sale of shares occurring pursuant to the Sales Agreement, if any, and has agreed to provide Canaccord with customary indemnification and contribution rights. The Company has also agreed to reimburse Canaccord for legal fees and disbursements, not to exceed $50,000 in the aggregate, in connection with entering into the Sales Agreement.

 

The Sales Agreement may be terminated by Canaccord or the Company at any time upon written notice to the other party, as permitted therein.