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CUSIP No. 171077407 | | SC 13D/A | | Page 7 of 13 |
ITEM 4. | PURPOSE OF TRANSACTION. |
September 2021 Open Market Purchase
From September 15–16, 2021, Skyinvest Associates acquired an aggregate of 336,000 Shares in open market purchases at an average purchase price of approximately $6.45 per share for an aggregate purchase price of approximately $2,166,638.74.
April 2020 Securities Purchase Agreement
On April 27, 2020, Pioneer Step and Winsave Resources Limited (each a “April 2020 Purchaser” and together, the “April 2020 Purchasers”) entered into a Securities Purchase Agreement with the Issuer (the “April 2020 Purchase Agreement”). Pursuant to the April 2020 Purchase Agreement, the Issuer agreed to issue and sell to the April 2020 Purchasers an aggregate of approximately $5 million of Common Stock (1,225,490 Shares) at a purchase price of $4.08 per share (the “April 2020 Transaction”). Pioneer Step, in its capacity as a April 2020 Purchaser, agreed to purchase 490,196 Shares in the April 2020 Transaction. The closing of the April 2020 Transaction occurred on May 7, 2020.
November 2019 Open Market Purchase
From November 15-27, 2019, Dvorak International acquired an aggregate of 420,000 Shares in open market purchases at a purchase price of $3.23 to $3.80 per share for an aggregate purchase price of approximately $1,485,000.
May 2019 Note Purchase Agreement and Convertible Promissory Notes
On May 9, 2019, Pioneer Step and Winsave Resources (each a “May 2019 Purchaser” and together, the “May 2019 Purchasers”) entered into a Securities Purchase Agreement with the Issuer (the “May 2019 Note Purchase Agreement”). Pursuant to the May 2019 Note Purchase Agreement, the Issuer agreed to issue and sell to each of Pioneer Step and Winsave Resources, and each of Pioneer Step and Winsave Resources agreed to purchase from the Issuer, a Convertible Promissory Note in the principal amount of $5,000,000 (each, a “Note” and collectively, the “Notes”), which is convertible into certain amount of Shares pursuant to the terms thereof (the “May 2019 Transaction”). The Note issued and sold by the Issuer to Pioneer Step is hereinafter referred to as the “Pioneer Step Note”, and the Note issued and sold by the Issuer to Winsave Resources is hereinafter referred to as the “Winsave Resources Note”. Each of the Notes bears simple interest at the rate of 5% per annum.
Pursuant to the Pioneer Step Note (as amended as described below), the principal amount and any accrued interest shall automatically convert into Shares at a conversion price of $4.59 per share on the Maturity Date (as defined below); provided that, if the Issuer issues and sells any Shares, or any securities convertible into Shares, to any investors (the “Investors”) on or before the Maturity Date in one or more financing transactions (each, a “Financing Transaction”), then, at the option of Pioneer Step, the conversion price of the Pioneer Step Note shall be equal to the lowest price per share paid by any such Investor purchasing any such Shares (or the lowest conversion price per share for any such securities convertible into Shares and purchased by an Investor) in any such financing transaction(s) on or prior to the Maturity Date.
The May 2019 Transaction closed on May 17, 2019, at which closing the Issuer issued and sold the Pioneer Step Note to Pioneer Step and the Winsave Resources Note to Winsave Resources, respectively.
On June 30, 2019, the Issuer, Pioneer Step and Winsave Resources entered into an Omnibus Amendment to Note Purchase Agreement and Convertible Promissory Notes (the “Omnibus Amendment”) whereby (i) the restriction on the Issuer to issue any Shares or securities convertible or exchangeable into Shares during the Restricted Period (as defined in the May 2019 Note Purchase Agreement) was removed, and (ii) the original maturity date under each of the Notes was extended from July 1, 2019 to August 15, 2019 (“Maturity Date”).
As disclosed by the Issuer, on August 13, 2019, the Issuer entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain purchasers named therein (the “Purchasers”), pursuant to which the Issuer agreed to sell and issue certain amount of Shares to the Purchasers at a purchase price of $4.465 per share.
On August 15, 2019, the Notes were converted into an aggregate of 2,267,254 Shares at a conversion price of $4.465 per share, which is equal to the purchase price per share paid by the Purchasers to the Issuer under the Purchase Agreement, pursuant to the terms of the Notes. Under the Pioneer Step Note, 1,133,627 Shares are issued to Pioneer Step in accordance with the terms therein.