Item 8.01. Other Events.
Certain of the Company’s currently
outstanding warrants feature full-ratchet anti-dilution protective provisions. Subject to limited exceptions, in the event that
the Company issues Common Stock (or securities convertible into or exercisable for Common Stock) at a price per share that is lower
than the exercise price then in effect for such warrants, the full-ratchet anti-dilution protective provisions result in a reduction
in the exercise price of the warrants to such lower price and an increase in the number of shares of Common Stock issuable upon
the exercise of such warrants. In addition, certain of the Company’s currently outstanding securities feature anti-dilution
price protection provisions which would result in a reduction in the exercise price or conversion price, as the case may be, of
such securities to such lower price.
In connection with the B3D Transaction
described under Item 1.01 hereto, the full-ratchet anti-dilution protective provisions contained in the following outstanding warrants
will be triggered and the anti-dilution price protection in the following outstanding securities will be triggered. In addition,
the instruments described below will continue to feature such full-ratchet anti-dilution protective provisions and anti-dilution
price protection, as the case may be, which could be triggered again in connection with future issuances by the Company, resulting
in further exercise price reductions and, as applicable, further increases in the number of shares of Common Stock issuable upon
exercise.
Class A Warrants
On May 15, 2018, the Company entered
into a securities purchase agreement with certain purchasers (as subsequently amended, the “May 2018 Purchase
Agreement”). Pursuant to the terms of the May 2018 Purchase Agreement, the Company agreed to issue Class A Warrants to
purchase an aggregate of 2,296,250 shares of Common Stock at a current exercise price equal to $2.00 per share (the
“Class A Warrants”). The full-ratchet anti-dilution price protection in the Class A Warrants has been triggered
as a result of the B3D Transaction, such that (i) the exercise price will be reduced to $0.56 per share and (ii) the Class A
Warrants will be exercisable for an aggregate of 8,200,893 shares of Common Stock.
Calm Warrants
On July 8, 2019, the Company entered into
a securities purchase agreement with Calm.com, Inc. (the “Calm Purchase Agreement”), pursuant to which the Company
agreed to sell warrants to purchase 937,500 shares of the Common Stock at an exercise price equal to $2.00 per share (the “Calm
Warrants”). The full-ratchet anti-dilution price protection in the Calm Warrants has been triggered as a result of the B3D
Transaction, such that (i) the exercise price will be reduced to $0.56 per share and (ii) the Calm Warrants will be exercisable
for an aggregate of 3,348,214 shares of Common Stock.
December 2016 Warrants
On July 8, 2019, the Company entered into
an amendment to certain outstanding warrants issued in December 2016 (the “December 2016 Warrants”), in order to,
among other things, reduce the exercise price to $2.00 per share. Prior to the B3D Transaction, the December 2016 Warrants were
exercisable for an aggregate of 125,000 shares of Common Stock. The full-ratchet anti-dilution price protection in the December
2016 Warrants has been triggered as a result of the B3D Transaction, such that (i) the exercise price will be reduced to $0.56
per share and (ii) the December 2016 Warrants will be exercisable for an aggregate of 446,429 shares of Common Stock.
Calm Notes
On July 8, 2019, the Company entered into
the Calm Purchase Agreement, pursuant to which the Company agreed to sell an aggregate principal amount of $2,500,000 in 5.00%
unsecured convertible Notes due 2022 (the “Calm Notes”), which are convertible into shares of Series E Convertible
Preferred Stock. The anti-dilution price protection in the Calm Notes has been triggered as a result of the B3D Transaction, such
that the Per Common Share Conversion Price (as such term is defined in the Calm Notes) will be reduced from $2.00 per share to
$0.56 per share.
Series F Convertible Preferred Stock
On July 8, 2019, in connection with the
May 2018 Purchase Agreement, the Company filed with the Secretary of State of the State of Delaware a Certificate of Designation
of Preferences, Rights and Limitations of Series F Convertible Preferred Stock, establishing the Series F Convertible Preferred
Stock, par value $0.01 per share (the “Series F Preferred Stock”). The anti-dilution price protection in the
Series F Preferred Stock has been triggered as a result of the B3D Transaction, such that the conversion price of the Series F
Preferred Stock will be reduced from $2.00 per share to $0.56 per share.