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Note 10. Subsequent Events
3 Months Ended
May 31, 2014
Notes  
Note 10. Subsequent Events

Note 10.  Subsequent Events

 

At-the-Marketing Offering.  Sales of common stock under the At-the-Market offering (the “ATM Agreement”), from June 1 through June 22, 2014, were 21,422 shares at an average price per share of $1.051, for gross proceeds of $22,523.  The ATM Agreement was terminated on June 22, 2014 (see “Termination Agreement” below)

Termination Agreement.  On June 22, 2014, the Company entered into a termination agreement (the “Termination Agreement”) with MLV & Co. LLC (“MLV”), terminating the At-the-Market Issuance Sales Agreement, dated May 9, 2014, between the Company and MLV. The ATM Agreement established an at-the-market program through which the Company had the right to sell, from time to time and at its sole discretion, shares of its common stock having an aggregate offering price of $8,000,000 through MLV. The full terms and text of the Termination Agreement may be found on the Current Report on Form 8-K filed by the Company on June 23, 2014, and is incorporated herein by reference.

Engagement and Securities Purchase Agreements.  On June 20, 2014 the Company entered into an engagement agreement (the “Engagement Agreement”) with Maxim Group LLC (the “Placement Agent”), pursuant to which the Placement Agent agreed to use its reasonable best efforts to arrange for the sale of shares of the Company’s common stock and warrants to purchase shares of the Company’s common stock in a registered direct offering (the “Offering”).  On June 25, 2014, the Company and certain institutional investors entered into a securities purchase agreement (the “Purchase Agreement”) in connection with the Offering, pursuant to which the Company agreed to sell an aggregate of 5,500,000 shares of its common stock and warrants to purchase a total of 4,400,000 shares of its common stock to such investors for aggregate gross proceeds, before deducting fees to the Placement Agent and other estimated offering expenses payable by the Company, of approximately $5.2 million.  The common stock and warrants were sold in fixed combinations, with each combination consisting of one share of common stock and a warrant to purchase 0.8 shares of common stock.  The purchase price was $0.95 per fixed combination.  The warrants will become exercisable six months and one day following the closing date of the Offering and will remain exercisable for five years thereafter at an exercise price of $1.10 per share.  The exercise price of the warrants is subject to adjustment in the case of stock splits, stock dividends, combinations of shares and similar recapitalization transactions.  The exercisability of the warrants may be limited if, upon exercise, the holder or any of its affiliates would beneficially own more than 4.99% of the Company’s common stock.

 

Under the Purchase Agreement, the Company has agreed with each of the purchasers that, subject to certain exceptions, it will not, within the 75 days following the closing of the Offering enter into any agreement to issue or announce the issuance or proposed issuance of any securities.  The full terms and text of the Engagement Agreement and the Purchase Agreement may be found on the Current Report on Form 8-K filed by the Company on June 26, 2014 and is incorporated herein by reference.

 

On July 1, 2014, this transaction closed and net proceeds were transferred to the Company.   The net proceeds received by the Company were approximately $4.7 million, after deducting the Placement Agent fee, and legal, accounting, printing and other fees related to the Offering that the Company agreed to pay for, or reimburse.

 

Settlement Agreement.  On June 20, 2014 the Company entered into a settlement agreement (the “Settlement Agreement”) with Cranshire Capital Master Fund, Ltd. (“Cranshire”) to resolve an action that Cranshire brought in the Supreme Court of the State of New York (the “Action”). The Action related to a dispute between the Company and Cranshire with respect to certain Purchase Agreements identified in the Settlement Agreement.  Pursuant to the terms of the Settlement Agreement (i) the Company agreed to pay Cranshire $47,130 to reimburse Cranshire for the costs and expenses it incurred in connection with the Action, (ii) the Company agreed to release Cranshire from all claims associated with the Action, (iii) Cranshire agreed to release the Company from all claims associated with the Action, (iv) the Company agreed that, without implication that the contrary would otherwise be true, from and after the date of the Settlement Agreement, “at-the-market” offerings will constitute Variable Rate Transactions (as defined in the Settlement Agreement), and (v) the Company has agreed to terminate, within five business days after the date of the Settlement Agreement, that certain At-the-Market Issuance Sales Agreement entered into by the Company on May 9, 2014 (the “ATM Agreement”), which was filed on a Current Report on Form 8-K by the Company on May 9, 2014 and is incorporated herein by reference.