Item
8.01. Other Events.
On
October 10, 2017, the Company closed the Offer to Amend and Exercise that the Company had made to holders of certain warrants
to purchase the Company’s Common Stock. The Company filed a Schedule TO with the Securities and Exchange Commission (the
“
SEC
”) on August 25, 2017 with respect to the Offer to Amend and Exercise to (i) reduce the exercise price
of the warrants to purchase 4,104,980 shares of Common Stock issued to investors participating in the Company’s private
placement financing completed on August 29, 2014, as amended (the “
2014 Warrants
”) from $0.75 per share to
$0.60 per share of Common Stock in cash, (ii) reduce the exercise price of outstanding warrants to purchase 1,986,101 shares of
Common Stock issued to investors participating in the Company’s private placement financing completed on November 23, 2015
(the “
2015 Warrants
”) from $0.45 per share to $0.40 per share of Common Stock in cash, (iii) reduce the exercise
price of the outstanding warrants to purchase 1,572,941 shares of Common Stock issued to investors participating in the Company’s
private placement financing completed on January 23, 2017 (the “
2017 Warrants
”, together with the 2014 Warrants
and 2015 Warrants, the “
Original Warrants
”) from $1.25 per share to $0.85 per share of Common Stock in cash,
(iv) shorten the exercise period of the Original Warrants so that they expired concurrently with the expiration of the Offer to
Amend and Exercise at 5:00 p.m. (Pacific Time) on September 25, 2017 (“
Expiration Date
”) unless extended until
the Subsequent Expiration Date (as defined below), (v) delete the cashless exercise provisions in the Original Warrants and (vi)
delete the price-based anti-dilution provisions contained in the 2015 Warrants.
Additionally,
the Company requested the holders of a majority of the shares issuable upon exercise of the 2014 Warrants (the “
2014
Requisite Majority
”), 2015 Warrants (the “
2015 Requisite Majority
”) and 2017 Warrants (the “
2017
Requisite Majority
”) to approve an amendment of all of the outstanding 2014 Warrants, 2015 Warrants and 2017 Warrants,
respectively, to amend such Original Warrants in the same manner as set forth above (the “
Aggregate Warrant Amendment
”),
except the Expiration Date would be extended until October 10, 2017 (the “
Subsequent Expiration Date
”) if such
Aggregate Warrant Amendment was approved with respect to such class of Original Warrants. The 2015 Requisite Majority approved
an amendment of all of the outstanding 2015 Warrants and holders of 2015 Warrants had until the Subsequent Expiration Date to
exercise their 2015 Warrants (the “
Subsequent Offer Period
”).
The
Offer to Amend and Exercise with respect to the 2014 Warrants and 2017 Warrants expired on the Expiration Date of September 25,
2017. As of September 25, 2017, 1,491,649 shares of Common Stock were issued upon exercise of 2014 Warrants, 1,599,135 shares
of Common Stock were issued upon exercise of 2015 Warrants and 1,396,470 shares of Common Stock were issued upon exercise of 2017
Warrants, for aggregate gross proceeds to the Company of approximately $2.72 million. During the Subsequent Offer Period, 2015
Warrants to purchase 268,909 shares of Common Stock were exercised for aggregate gross proceeds to the Company of approximately
$107,000. 2014 Warrants to purchase 2,533,331 shares of Common Stock and 2017 Warrants to purchase 176,471 shares of Common Stock
at exercise prices of $0.75 per share and $1.25 per share, respectively, continue to remain outstanding. 2015 Warrants that were
not exercised by the Subsequent Expiration Date expired unexercised on such date.
Original
Warrants (including 2015 Warrants exercised during the Subsequent Offer Period) to purchase an aggregate of 4,756,163 shares of
Common Stock were tendered and exercised in the Offer to Amend and Exercise for aggregate gross proceeds to the Company of approximately
$2.83 million. Garden State Securities Inc. assisted the Company as warrant solicitation agents with respect to the 2017 Warrants.
Additionally,
the Company previously recorded warrant liability on its financial statements with respect to the 2015 Warrants due to certain
anti-dilution provisions contained in such warrants. Upon the exercise and expiration of the 2015 Warrants, the warrant liability
existing on the Company’s financial statements has been terminated.