XML 36 R23.htm IDEA: XBRL DOCUMENT v3.19.1
Subsequent Events
12 Months Ended
Dec. 31, 2018
Subsequent Events  
Subsequent Events

15. Subsequent Events

The Company completed an evaluation of the impact of subsequent events through April 5, 2019, the date these financial statements were issued.

Oasis Equity Lines

On January 7, 2019, the Company entered into a common stock purchase agreement (the ‘‘January CSPA’’) with Oasis Capital, relating to an offering (the ‘‘Original Equity Line Offering’’) of an aggregate of up to 5,633,333 shares (the ‘‘Original Shares’’) of Common Stock, of which 5,333,333 of such Original Shares are being offered in a primary offering consisting of an equity line of credit. Jaguar initially issued 300,000 shares of Common Stock (the ‘‘Commitment Shares’’) to Oasis Capital as an inducement to enter into the January CSPA. Additionally, under the terms of the January CSPA, the Company has the right to ‘‘put,’’ or sell, up to 5,333,333 shares of Common Stock (the ‘‘January Purchase Shares’’) to Oasis Capital for an amount equal to the product of (i) the number of January Purchase Shares set forth on the applicable put notice (minus the deposit and clearing fees associated with such purchase) and (ii) a fixed price of $0.75 per share or such other price agreed upon between the Company and Oasis Capital. The Company had the option to increase the equity line of credit by an additional 8,000,000 shares of Common Stock by notifying Oasis Capital at any time after the effective date of the January CSPA (the ‘‘January Upsize Option’’). On March 18, 2019, the Company delivered a notice to Oasis Capital of its decision to exercise the January Upsize Option. The Company has sold the Original Shares and all 8,000,000 shares of Common Stock under the January Upsize Option to Oasis Capital.

On April 1, 2019, the Company entered into another common stock purchase agreement (the “April CSPA”) with Oasis Capital relating to an offering (the “April Equity Line Offering”) of an aggregate of up to 20,000,000 shares (the “April Purchase Shares”) of the Company’s common stock, all of which are being offered in a primary offering consisting of an equity line of credit. Under the terms of the April CSPA, the Company has the right to “put,” or sell, the April Purchase Shares to Oasis Capital for an amount equalt to the product of (i) the number of April Purchase Shares set forth in the applicable put notice (minus the deposit and clearing fees associated with such purchase) and (ii) a fixed price of $0.28 per share or such other price agreed upon between the Company and Oasis Capital. The Company had the option to increase the equity line of credit by an additional 20,000,000 shares of Common Stock by notifying Oasis Capital at any time after the effective date of the April CSPA.

Offering of Notes and Warrants

On March 18, 2019, the Company began entering into securities purchase agreements (each, a ‘‘Securities Purchase Agreement’’) with selected accredited investors (each, an ‘‘Investor’’), pursuant to which the Company intends to issue up to $5.5 million aggregate principal amount of promissory notes (collectively, the ‘‘Notes’’) to such Investors. As an inducement for entering into the Securities Purchase Agreement, each Investor also received warrants exercisable for shares of Common Stock (the ‘‘Investor Warrants’’). The initial offering closed on March 18, 2019, and as of April 4, 2019, $1.9 million aggregate principal amount of Notes were issued in offerings and the proceeds from such offerings were paid to the Company.

CVP Note Exchanges

In January through March 2019, the Company entered into exchange agreements with Chicago Venture Partners L.P. (‘‘CVP’’), pursuant to which the Company issued 18,764,637 shares of Common Stock in the aggregate to CVP in exchange for a reduction of approximately $4.4 million in the principal amount of the secured promissory notes (the “CVP Notes”) issued to CVP. The shares of Common Stock that were exchanged for portions of the CVP Notes were issued in reliance on the exemption from registration provided under Section 3(a)(9) of the Securities Act.

Sagard - Material Modifications to Rights of Security Holders

On March 14, 2019, the Company, with the written consent of the sole holder of the Company’s issued and outstanding Series A convertible participating preferred stock, filed a Certificate of Amendment to the Certificate of Designation of Series A Convertible Participating Preferred Stock of the Company with the Secretary of State of the State of Delaware to (a) adjust the conversion price of the shares of Series A Preferred Stock from $2.775 per share to $0.2775 per share, provided that with respect to the right to vote on an as-converted basis with holders of the Company’s common stock, holders of Series A Preferred Stock will not be entitled to vote on any matter presented to the stockholders of the Company to the extent that such vote would be in violation of Nasdaq Listing Rule 5640, and (b) adjust the 30-day volume-weighted average price (“VWAP”) threshold applicable to the Company’s optional redemption right and the preferred stockholders’ mandatory redemption right from $15.00 to $1.50. The Amendment became effective upon filing with the Secretary of the State of Delaware.

Registered Direct Offering

On March 24, 2019, the Company entered into a securities purchase agreement (the ‘‘Purchase Agreement’’) with Oasis Capital, pursuant to which the Company agreed to issue and sell, in a registered public offering by the Company directly to Oasis Capital (the ‘‘RDO’’), an aggregate of 1,331,332 shares of Common Stock (the ‘‘RDO Shares’’) at an offering price of $0.20 per share for gross proceeds of approximately $266,266 before deducting the placement agent fee and related offering expenses.

On March 24, 2019, the Company entered into a Placement Agency Agreement (the ‘‘Placement Agency Agreement’’) with Ladenburg Thalmann & Co. Inc. (‘‘Ladenburg’’ or the ‘‘Placement Agent’’), pursuant to which the Company engaged Ladenburg as the sole placement agent in connection with the RDO. The Placement Agent agreed to use its reasonable best efforts to arrange for the sale of the RDO Shares. In connection with the RDO, the Placement Agent received a placement agent fee in cash equal to 8% of the gross proceeds from the sale of the RDO Shares, a management fee in cash equal to 1% of the gross proceeds from the sale of the RDO Shares, a warrant to purchase 53,253 shares of Common Stock at an exercise price of $0.25 per share (the ‘‘Placement Agent Warrant’’), and reimbursement of up to $25,000 in expenses.