SENS
Me ha despertado la curiosidad. Veo que tiene por ahí una financiación bien guarra. No me sé las normas del AMEX para deslisting, pero notificación deben de haberla recibido ya. En el Nasdaq serían 180 días tras notificación. Aquí llevan ya 105 días por debajo de uno.
La clave está aquí (del K-10)
Exchange Agreement with Highbridge
On April 21, 2020 the Company entered into a Note Purchase and Exchange Agreement (the “Exchange Agreement”) with certain
funds managed by Highbridge providing for the exchange (the “Exchange”) of $24.0million aggregate principalamount of the Company’s
outstanding 2025Notes for (i) $15.7million aggregate principalamount of newly issued Second Lien Secured Notes due January 2022 (the
“Second Lien Notes” and, together with the First Lien Notes, the “Senior Notes”), (ii) 11,026,086 shares ofcommon stock, (iii) warrants (the
“Warrants”) to purchase up to 4,500,000 shares ofcommon stock at an exercise price of $0.66 pershare,and (iv) $0.3million in accrued and
unpaid interest on the 2025Notes being exchanged. The Exchange closed on April 24, 2020. The Warrants may be exercised in cash or on a
cashless basis at any time through the three yearanniversary of the issuance date.
The Second Lien Notes are secured, senior obligations of the Company, junior only to the First Lien Notes. Interest in cash at the
annual rate of 7.5% or,at the Company’s option, payment in kind at an annual rate of 8.25%, on the Second Lien Notes will be payable monthly in arrears. The maturity date for the Second Lien Notes will be January 24, 2022 (the “Second Lien Maturity Date”), unless earlier
repurchased, redeemed orconverted in accordance with their terms. The obligations under the Second Lien Notes are secured by
substantially all of the Company’s assets.
The Company will have the right to prepay the Second Lien Notes at any time, subject to a prepayment premium, which in certain
circumstances the Company may elect to pay in common stock,equal to the aggregate amount of interest payments through maturity.
However, if the date of payment in cash ofsuch prepayment premiumis on or before August 22, 2020, the prepayment premiumwill be
reduced by 25%.
The holders of the Second Lien Notes (the “Holders”) will have the right to convert up to $7.0million aggregate principal of the
Second Lien Notes (together with any applicable prepayment premium) to common stock at a price pershare equal to 90% of the greater of
(i) the daily volume weighted average of the price pershare of the common stock, on the conversion date, or if the conversion date is not a
trading date, the trading day immediately prior to the conversion date and (ii) $0.57 pershare. This conversion option has a daily limit of
$1.0million in aggregate converted principal (inclusive of principalamount of First Lien Notes that are voluntarily converted by the
Lenders). Subject to certain conditions, if the Company retains or reinvests proceeds ofan asset sale pursuant to the Asset Sale
Prepayment Provisions in the Exchange Agreement, the Holders shall be entitled to convert additional Second Lien Notes and the Lenders
shall be entitled to convert First Lien Notes in aggregate combined principalamount equal to 45% ofsuch net proceeds retained or
reinvested (together with any applicable prepayment premium). As ofJune 5, 2020, the Holders have converted $4.8million for issuance of
10,502,291 shares ofcommon stock.
Fromand aftera strategic transaction announcement, the Company may elect to convert up to $8.7million in aggregate principal
of the Second Lien Notes to common stock at a price pershare equal to 90% of the greater of (i) the daily volume weighted average of the
price pershare of the common stock, on the conversion date, or if the conversion date is not a trading date, the trading day immediately
prior to the conversion date and (ii) $0.57 pershare. This conversion option has a daily limit of $0.3million in aggregate converted
principal. If the Company or the Holders elect to convert any of the Second Lien Notes, the amount converted will be equal to the principal
and unpaid accrued interest plus the applicable premium.
The Exchange Agreement contains customary terms and covenants, including without limitation: financialcovenants, such as maintaining a minimumcash balance; and negative covenants, such as limitations on indebtedness, liens, mergers,asset transfers,certain
investing activities and othermatters customarily restricted in such agreements. Most of these restrictions are subject to certain minimum
thresholds and exceptions. The Exchange Agreement also contains customary events of default,after which the Second Lien Notes may
be due and payable immediately, without limitation, payment defaults, material inaccuracy of representations and warranties,covenant
defaults, materialadverse changes, bankruptcy and insolvency proceedings,cross-defaults to certain otheragreements, judgments
against us,and change ofcontrol, termination ofany guaranty, governmentalapprovals,and lien priority.
