Equity Distribution Sales
Pursuant to the terms and
conditions of that certain Equity Distribution Agreement, dated as of March 3, 2020, by and between the Company and Maxim Group
LLC (“Maxim”), since the Company’s last update on April 13, 2020, the Company has sold 1,662,191 shares of Common
Stock at a weighted average price per share of $1.1349. These sales resulted in gross proceeds to the Company of $1,886,420.57.
The Company will pay Maxim compensation of $75,456.82, based on a rate of 4.0% of the gross sales, for net proceeds to the Company
equal to $1,810,963.75. Such sales were made pursuant to the Company’s effective shelf registration statement on Form S-3
(File No. 333-223960), which was filed with the Securities and Exchange Commission (the “SEC”) on March 27, 2018, as
amended on May 15, 2018, and declared effective on June 5, 2018 (the “Registration Statement”), and a base prospectus
dated as of June 5, 2018 included in the Registration Statement and the prospectus supplement relating to the offering filed with
the SEC on March 3, 2020.
Exchange
Agreements
Since
April 13, 2020, the Company has entered into agreements to issue an aggregate of 975,000 shares of Common Stock (the “Exchange
Shares”) to the holder of that certain outstanding promissory note issued on August 8, 2019 (the “Original Note”),
at a weighted average price per share equal to $1.11, which was equal to the Minimum
Price as defined in Nasdaq Listing Rule 5635(d) in each case. Pursuant to such exchange agreements, the Company and the noteholder
agreed to (i) partition new promissory notes in the form of the Original Note in the aggregate original principal amount equal
to $1,080,000.00 and then cause the outstanding balance of the Original Note to be reduced by the same amount; and (ii) exchange
the partitioned notes for the delivery of the Exchange Shares.
Cautionary Note Regarding Forward-Looking
Statements
The information contained
in this Current Report on Form 8-K and the exhibits attached hereto contain “forward-looking” statements within the
meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements related to the benefits
of the Transaction. The words “intend,” “may,” “should,” “would,” “expect,”
“plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential”
or “continue” or the negative of these terms or other comparable terminology are intended to identify forward-looking
statements, although not all forward-looking statements contain these identifying words. While the Company believes its plans,
intentions and expectations reflected in those forward-looking statements are reasonable, these plans, intentions or expectations
may not be achieved. The Company’s actual results, performance or achievements could differ materially from those contemplated,
expressed or implied by the forward-looking statements. For information about the factors that could cause such differences, please
refer to the Company’s filings with the SEC. Given these uncertainties, you should not place undue reliance on these forward-looking
statements. The Company assumes no obligation to update any forward-looking statement.