The Rights Offering.
(a) a) The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock
and Participating Warrants and Options shall receive one Right for each share of Common Stock
and each share of Common Stock underlying each Participating Warrant and Option held of record at the close of business on
December 1, 2017 February 14, 2019 (the "Record Date"). Holders of Rights will be entitled to subscribe for and purchase, at the Subscription Price, one (1) Rights Share and
... class="diff-color-red">[__] [ ] Rights Warrants for each Right held (the "Basic Subscription Right"). Rights may only be exercised for whole Right Shares and Rights Warrants; no fractional securities will be issued in the Rights Offering. (b) b) The Rights will not trade or be listed for quotation on any exchange or service, and shall be non-transferable. (c) 1 c) Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the "Over-Subscription Right"). The Over-Subscription Right shall allow a holder of a Right to subscribe for an additional amount of Units above the amount which such holder was otherwise entitled to subscribe. Units acquired pursuant to the Over-Subscription Right are subject to allotment, proration, allotment and stock ownership limitations, as more fully discussed in the Prospectus (as defined herein). (d) d) The Rights will expire at 5:00 p.m., New York City time, on [__], 2017 [ ], 2019 (the "Expiration Date"). The Company shall have the right to extend the Expiration Date in its sole discretion. discretion up to 45 days after the Expiration Date. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. 1 (e) e) All funds from the exercise of Basic Subscription Rights and Over-Subscription Rights will be deposited with Continental American Stock Transfer & Trust Company ("Continental"), Company, LLC ("AST"), as subscription agent (in this context, the (the "Subscription Agent"), and held in a segregated account with the Subscription Agent pending a final determination of the number of Rights Shares and Rights Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription Rights. The Company may conduct a closing of the Rights Offering (a "Closing") at its sole discretion at any time following the Expiration Date.
View More
The Rights Offering. (a) The Company proposes to undertake the Rights
Offering Offering, pursuant to which each holder of Common Stock
and certain warrants shall receive
one Right three Rights for each share of Common Stock
and each share of Common Stock underlying warrants held of record at
the close of business 4:00 p.m. New York City time on
December 1, 2017 June 7, 2019 (the "Record Date"). Holders of Rights will be entitled to subscribe for and purchase, at the Subscription Price, one
(1) Rights Share
and [__]... Rights Warrants for each Right held (the "Basic Subscription Right"). Rights may only be exercised for whole Right Shares and Rights Warrants; Shares; no fractional securities Rights Shares will be issued in the Rights Offering. (b) The Rights will not trade or be listed for quotation on any exchange or service, and shall be non-transferable. (c) Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units Rights Shares which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the "Over-Subscription Right"). The Over-Subscription Right shall allow a holder of a Right to subscribe for an additional amount of Units Rights Shares above the amount which such holder was otherwise entitled to subscribe. Units Rights Shares acquired pursuant to the Over-Subscription Right are subject to allotment, as more fully discussed in the Prospectus (as defined herein). 1 (d) The Rights will expire at 5:00 p.m., New York City time, on [__], 2017 ____ __, 2019 (the "Expiration Date"). The Company shall have the right to extend the Expiration Date in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. 1 (e) All funds from the exercise of Basic Subscription Rights and Over-Subscription Over- Subscription Rights will be deposited with Continental Stock Securities Transfer & Trust Company ("Continental"), Corporation ("STC"), as subscription agent (in this context, the "Subscription Agent"), and held in a segregated account with the Subscription Agent pending a final determination of the number of Rights Shares and Rights Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription Rights. The Company may conduct a closing of the Rights Offering (a "Closing") at its sole discretion at any time following the Expiration Date.
View More
The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock
and Warrants shall receive
one Right ten Rights for each share of Common Stock held of record
by such holder or for which a Warrant is exercisable, as the case may be, at the close of business on
December 1, 2017 November 27, 2019 (the "Record Date"). Holders of Rights
(each a "Holder") will be entitled to subscribe for and purchase, at the Subscription Price, one
(1) Rights Share and [__]... Rights Warrants share of Preferred Stock for each every Right held granted to Holders on the Record Date (the "Basic Subscription Right"). Rights may only be exercised for whole Right Shares and Rights Warrants; no fractional securities will be issued in the Rights Offering. (b) The Rights shall be non-transferable and will not trade or be listed for quotation trading on any stock exchange or service, market. The Preferred Stock does not presently trade and shall is not listed on any national securities exchange or automated quotation system; however, it is the Company's intention for the Preferred Stock to trade in the over-the-counter market and to be non-transferable. quoted on the OTCQX marketplace operated by the OTC Markets Group (the "OTCQX Market"). (c) Any holder of Rights Holder who fully exercises all Basic Subscription Rights issued to such holder Holder is entitled to subscribe for Units Rights Shares which were not otherwise subscribed for by others other Holders pursuant to their Basic Subscription Rights (the "Over-Subscription Right"). The Over-Subscription Right shall allow a holder of a Right Holder to subscribe for an additional amount any or all of Units above the amount Rights Shares which such holder was were not otherwise entitled to subscribe. Units subscribed for as of the Expiration Date (as defined below). Rights Shares acquired pursuant to the Basic Subscription Right and the Over-Subscription Right Rights are subject to allotment, certain limitations and pro rata allocation, as more fully discussed in the Prospectus Offering Circular (as defined herein). herein), including, without limitation, the 10% limitation set forth in Rule 251(d)(2)(i)(C) under the Securities Act of 1933, as amended (the "Securities Act"). (d) The Unless extended as provided in the Offering Circular, the Rights will are intended to expire at 5:00 p.m., New York City time, on [__], 2017 December 16, 2019 (the "Expiration Date"). The Notwithstanding the foregoing, the Company shall have the right to extend the Expiration Date for up to an additional 45 calendar days in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. 1 (e) All funds from the exercise of Basic Subscription Rights and Over-Subscription Rights will be deposited with Continental Stock Transfer & Trust Company ("Continental"), Company, LLC, as the subscription and escrow agent (in this context, the (the "Subscription Agent"), and held in a segregated account with the Subscription Agent pending a final determination of the number of Rights Shares and Rights Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription Rights. The As soon as practicable after the Expiration Date, the Company may shall conduct a closing of the Rights Offering (a "Closing") at its sole discretion at any time following the Expiration Date. "Closing").
View More
