Pursuant to each Credit Agreement, the Company granted a lien to the Term Loan Agent and the Revolving Agent, as applicable, in all of the assets now owned or hereafter acquired by any Loan Party including, without limitation: accounts, books, chattel paper, commercial tort claims, deposit accounts, equipment, fixtures, general intangibles, inventory, investment property, intellectual property and intellectual property licenses, equity interests, securities accounts, supporting obligations, money and cash equivalents, and the proceeds and products of each of the foregoing, in each case, subject to certain exceptions.
The foregoing description of the Credit Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Term Loan Credit Agreement and Revolving Credit Agreement, which are filed as Exhibits 10.1 and 10.2 hereto, respectively.
Warrants to Purchase Stock
In connection with the Term Loan Credit Agreement, on December 27, 2018, the Company issued to the lenders under the Term Loan Credit Agreement warrants (the “Warrants”) to purchase 7,110,616 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) at an exercise price of $1.33 per share. The exercise price and the number of shares underlying the Warrants are subject to adjustment in the event of specified events, including dilutive issuances at a price lower than the exercise price of the Warrants, a subdivision or combination of the Company’s Common Stock, a reclassification of the Company’s Common Stock or specified dividend payments. The Warrants are exercisable until December 27, 2028. Upon exercise, the aggregate exercise price may be paid, at each warrant holder’s election, in cash or on a net issuance basis, based upon the fair market value of the Company’s Common Stock at the time of exercise.
The issuance of the Warrants, and any shares of Common Stock issuable thereunder, are exempt from registration pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D under the Securities Act. The Warrants, and any shares of Common Stock issuable thereunder, were not registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements.
The foregoing description of the Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of the Warrants, which are filed as Exhibits 4.1 and 4.2 hereto, respectively.
Registration Rights Agreement
In connection with the Term Loan Credit Agreement, on December 27, 2018, the Company entered into a registration rights agreement with the holders of the Warrants (the “Registration Rights Agreement”). The Registration Rights Agreement grants the holders of the Warrants certain registration rights for the shares of Common Stock issuable upon the exercise of the Warrants, including (i) the ability of a holder to request that the Company file a FormS-1 registration statement with respect to at least 40% of the registrable securities held by such holder as of the issuance date of the applicable Warrants on or after (A) October 31, 2019 (assuming the Company is current in its reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on such date) or, (B) if the Company is not current in its reporting obligations under the Exchange Act on October 31, 2019, the first date on which the Company is current in its reporting obligations under the Exchange Act (subject to financial penalties following December 31, 2019), (ii) the ability of a holder to request that the Company file a FormS-3 registration statement with respect to outstanding registrable securities if at any time the Company is eligible to use a FormS-3 registration statement, and (iii) customary piggyback registration rights, subject to certain customary limitations.
The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is filed as Exhibit 4.3.
Forward-Looking Statements
This Current Report on Form8-K contains “forward-looking” statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. The Company advises caution in reliance on forward-looking statements. Forward-looking statements include, without limitation, the Company’s future obligations and covenants. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those implied by the forward-looking statement,
