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Subsequent Events
3 Months Ended
Mar. 31, 2019
Subsequent Events  
Subsequent Events

13. Subsequent Events

The Company completed an evaluation of the impact of subsequent events through May 20, 2019, the date these condensed consolidated financial statements were issued.

Oasis Equity Line

 

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 equal 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.

Proposed Registered Offering

 

On May 10, 2019, the Company filed a Registration Statement under the Securities Act of 1933 on Form S-1 with the U.S. Securities and Exchange Commission (SEC) related to a proposed offering of its common stock and warrants up to a proposed maximum aggregate offering price of $10.0 million dollars. All shares to be sold in the Offering are proposed to be sold by the Company. The Title of the Class of Securities to be registered is as follows: (i) Class A units consisting of Shares of common Stock, par value $.00001 per share, and Warrants to purchase common stock; (ii) Class B units consisting of Series B Convertible Preferred Stock, par value $0.0001 per share, and common stock issuable upon conversion of Series B Preferred Stock and Warrants to Purchase common stock. The number of shares to be offered and the price range for the offering have not yet been determined. Ladenburg Thalmann is the sole book-running manager.

A registration relating to these securities has been filed with the SEC but has not yet become effective.

Nasdaq Communication

 

On May 13, 2019, the Company received written notice from the Staff of the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the Company’s continued non-compliance with the minimum $1.00 bid price requirement for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Rule”), as of May 8, 2019, and notwithstanding the Company’s compliance with the quantitative criteria necessary to obtain a second 180-day period within which to evidence compliance with the Rule, as set forth in Nasdaq Listing Rule 5810(c)(3)(A), the Staff had determined to delist the Company’s securities from Nasdaq unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”).

The Company intends to timely request a hearing before the Panel, at which hearing the Company will request an extension within which to evidence compliance with all applicable requirements for continued listing on Nasdaq, including compliance with the Rule. The Company’s request for a hearing will stay any suspension or delisting action by the Staff at least pending the ultimate outcome of the hearing. The Company intends to take definitive steps in an effort to evidence compliance with the Rule; however, there can be no assurance that the Panel will grant the Company’s request for continued listing or that the Company will be able to evidence compliance with the Rule within any extension period that may be granted by the Panel.

The Staff’s determination follows the Company’s prior disclosure regarding its receipt of written notice from the Staff dated November 9, 2018, indicating that, because the Company’s bid price had closed below the minimum $1.00 per share threshold for the previous 30-business day period and in accordance with the Nasdaq Listing Rules, the Company had been provided a 180-day grace period, through May 8, 2019, to evidence compliance with the Rule. The Staff’s prior correspondence further indicated that the Company may be eligible for a second 180-day grace period so long as the Company satisfied the continued listing requirement for market value of publicly held shares and all other requirements for initial listing on The Nasdaq Capital Market, with the exception of the bid price requirement, upon the expiration of the first grace period and the Company provided written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split if necessary. The Company satisfied the quantitative requirements to obtain a second 180-day grace period and submitted the requisite notice to the Staff; however, the Staff determined, based on its exercise of discretion, not to grant the Company a second 180-day grace period.