VASO CORPORATION (OTCMKTS:VASO) Files An 8-K Termination of a Material Definitive Agreement
ITEM 1.02 – TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
VASO CORPORATION (OTCMKTS:VASO) Files An 8-K Termination of a Material Definitive Agreement
In April 2020, Vaso Corporation (the “Company”) received funding of a $3,610,900 Note (the “PPP Note”) issued by PNC Bank (“PNC”) to the Coronavirus Aid, Relief and Economic Security (CARES) Act’s Paycheck Protection Program.
On June 24, 2021, the Company received confirmation that on June 10, 2021 the Small Business Administration approved the Company’s PPP Note forgiveness application for the entire PPP Note balance of $3,610,900 in principal and $42,428.07 in interest. Accordingly, the Note issued by PNC has been fully forgiven.
About VASO CORPORATION (OTCMKTS:VASO)
Vaso Corporation, formerly Vasomedical, Inc., is a medical technology company. The Company is engaged in providing professional sales services for diagnostic imaging products; managed information technology (IT) systems and services, including healthcare software solutions and network connectivity services, and the design, manufacture and sale of proprietary medical devices. The Company’s segments include IT segment, which operates through a subsidiary, VasoTechnology, Inc., which focuses on healthcare IT and managed network technology services; Professional sales service segment, which operates through a subsidiary, Vaso Diagnostics, Inc., doing business as VasoHealthcare, which focuses on the sale of healthcare capital equipment for General Electric Healthcare into the health provider middle market, and Equipment segment, which operates through a subsidiary, VasoMedical, Inc., which focuses on the design, manufacture, sale and service of proprietary medical devices.
AETHLON MEDICAL, INC. (NASDAQ:AEMD) Files An 8-K Results of Operations and Financial Condition
AETHLON MEDICAL, INC. (NASDAQ:AEMD) Files An 8-K Results of Operations and Financial Condition
Item 2.02
On June 24, 2021, Aethlon Medical, Inc. (the “Registrant”) issued a press release announcing its financial results for the fiscal year ended March 31, 2021. A copy of the press release is attached hereto as Exhibit 99.1.
The information provided in this Item 2.02 of this Current Report on Form 8-K, including the exhibits, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
AETHLON MEDICAL INC Exhibit
EX-99.1 2 aethlon_ex9901.htm PRESS RELEASE Exhibit 99.1 Aethlon Medical Announces Fiscal Year End Financial Results and Provides Corporate Update SAN DIEGO,…
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About AETHLON MEDICAL, INC. (NASDAQ:AEMD)
Aethlon Medical, Inc. is a medical device company focused on creating devices for cancer, infectious disease and other life-threatening conditions. The Company operates through two segments: Aethlon, which represents its therapeutic business activities, and ESI, which represents its diagnostic business activities. The Company’s lead product is the Aethlon Hemopurifier, which is a device that selectively targets the elimination of circulating viruses and tumor-secreted exosomes that promote cancer progression. The Aethlon Hemopurifier sheds glycoproteins to treat infectious viral pathogens. In oncology indications, the Hemopurifier targets the removal of circulating exosomes, which are released to promote cancer progression and to seed the spread of metastasis. Through its subsidiary, Exosome Sciences, Inc. (Exosome), the Company is also developing exosome-based product candidates to diagnose and monitor neurological disorders and cancer.
SURNA INC. (OTCMKTS:SRNA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
SURNA INC. (OTCMKTS:SRNA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02
On June 28, 2021 R. Brian Knaley will be employed by Surna Inc. (the “Company”) as the Company’s Chief Financial Officer and Treasurer until his resignation or earlier termination or other removal therefrom. In connection with this appointment, the Company and Mr. Knaley entered into an employment agreement, which was approved by the Board of Directors (“Board”) on June 16, 2021 (the “Employment Agreement”). A copy of the Employment Agreement is attached hereto as Exhibit 10.1.
There were no arrangements or understandings between Mr. Knaley and the Company or with any other persons as the reason Mr. Knaley was appointed as the Company’s Chief Financial Officer and Treasurer.
The initial term of the Employment Agreement will commence on June 28, 2021 and will continue until June 30, 2024. However, the Company and Mr. Knaley may terminate the Employment Agreement, at any time, with or without cause, by providing the other party with 30-days’ prior written notice. In the event Mr. Knaley’s employment is terminated by the Company during the initial term without cause, Mr. Knaley will be entitled to receive his base salary for an additional 30 days. Following the initial term, the Company and Mr. Knaley may extend the Employment Agreement for additional one-year terms by mutual written agreement.
Mr. Knaley will receive an annualized base salary of $250,000. Upon uplisting of the Company to a national stock exchange (Nasdaq or NYSE), his base salary will be increased to $275,000 annually. Mr. Knaley is also eligible to receive an annual incentive bonus as described in the Company’s Annual Incentive Compensation Plan and Policy. During 2021, Mr. Knaley will be eligible for 50% of the incentive award allocated to executives. If a similar plan is in place for 2022 and subsequent years, he will be eligible for 100% of the incentive award allocated to executives.
On June 28, 2021, the Board will grant Mr. Knaley non-qualified stock options to purchase 2,000,000 shares of the Company’s common stock, which vest as follows: (i) 250,000 options vest and become exercisable on the grant date, (ii) 417,000 options vest and become exercisable on June 30, 2022, if Mr. Knaley continues to be employed by the Company on that date, (iii) 665,000 options vest and become exercisable on June 30, 2023, if Mr. Knaley continues to be employed by the Company on that date, and (iv) 668,000 options vest and become exercisable on June 30, 2024, if Mr. Knaley continues to be employed by the Company on that date. The exercise price of these options will be based on the closing price of the Company’s common stock on June 25, 2021.
In the event of a change of control involving the Company, any remaining special stock bonuses related to any period ending after the date of the change of control will become due and payable, provided Mr. Knaley continues to provide services to the Company on the date immediately preceding the date of the change of control.
Beginning with the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, Mr. Knaley will be designated as the Company’s Principal Financial and Accounting Officer and will sign the Company’s periodic reports to be filed with the Securities and Exchange Commission.
Biographical and other information for Mr. Knaley is set forth below.
Mr. Knaley (age 51), has extensive experience as a financial leader, having held a number of executive roles in public companies and driving a number of substantial changes to their business results and financial reporting compliance.
He was most recently the CFO for Proximo Medical, a start-up company that specializes in the commercialization of medical devices. As CFO, he provided strategic management of accounting and finance functions including financial control, cash maximization and tax and regulatory compliance.
Prior to Proximo, he served as Senior Vice President and Interim CFO of ViewRay, Inc., (Nasdaq: VRAY), a global manufacturer of MRI-guided radiation therapy systems. At ViewRay he delivered strategic leadership for this publicly listed company.
Before ViewRay, Mr. Knaley served as CFO at ARC Group Worldwide, Inc. (Nasdaq: ARCW), a global manufacturer of precision metallurgic products and advanced 3D printing. Prior to ViewRay he was Vice President and Corporate Controller of Spectranetics Corp. (Nasdaq: SPNC), a vascular intervention device maker, where he supported the executive team in selling the company to Philips Holding USA, Inc.
Other positions Mr. Knaley has previously held include: Corporate Controller for Arcelormittal USA (NYSE: MT), a steel and mining company and Vice President Finance/Audit Manager for Caterpillar, Inc. (NYSE: CAT), a Fortune 100 corporation that designs, develops, engineers, manufactures, markets, and sells machinery, engines, financial products, and insurance.
Mr. Knaley holds a BA in Accounting from Thomas More College and is a Certified Public Accountant licensed in Ohio.
| 10.1 | Executive Employment Agreement by and between R. Brian Knaley and the Company dated June 28, 2021 |
Surna Inc. Exhibit
EX-10.1 2 ex10-1.htm Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (this “Agreement”) is made and entered into effective this 28th day of June,…
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About SURNA INC. (OTCMKTS:SRNA)
Surna Inc. develops, designs and distributes cultivation technologies for controlled environment agriculture (CEA). The Company’s segment is designing, manufacturing, and distributing indoor climate control systems, including but not limited to chillers, lights, reflectors, and irrigation systems, for use in conjunction with the state-regulated cannabis and CEA industry. The Company’s technologies include a line of optimized lighting, environmental control, air sanitation and cultivation facilities. The Company offers full mechanical, electrical, and plumbing (MEP) services, including designing and engineering commercial scale thermodynamic systems specific to indoor grow facility conditions. The Company’s products include Surna Chillers, Surna Reflectors, Hybrid Building and Air Sanitation. Its customers include state-regulated cannabis cultivation facilities, as well as traditional indoor agricultural facilities, including organic herb and vegetable producers.
VNUE, INC. (OTCMKTS:VNUE) Files An 8-K Entry into a Material Definitive Agreement
VNUE, INC. (OTCMKTS:VNUE) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
VNUE, Inc. Exhibit
EX-10.1 2 vnue_ex101.htm SECURITIES PURCHASE AGREEMENT vnue_ex101.htmEXHIBIT 10.1 PURCHASE AGREEMENT PURCHASE AGREEMENT (the “Agreement”),…
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About VNUE, INC. (OTCMKTS:VNUE)
VNUE, Inc. (VNUE) is a development-stage company. The Company is carrying on business as a live entertainment music service company, which brings bands and fans together by capturing audio and video recordings of live performances and delivers the experience of a venue to home and hand. By streamlining the processes of curation, clearing, capturing, distribution and monetization, it manages the complexities of the music ecosystem. The Company captures content through its Front of House mobile application and provides distribution and monetization through a suite of mobile, Web administration applications, allowing an artist to deliver and sell their live performances directly to the fans attending their shows. VNUE is primarily used in live music venues. The Company is also branching into various other entertainment experiences, such as comedy, plays, musicals, university lectures, professional demonstrations and panel discussions, as well as action sports, among others.
JAKKS PACIFIC, INC. (NASDAQ:JAKK) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
JAKKS PACIFIC, INC. (NASDAQ:JAKK) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 18, 2021, the Company amended the employment agreement between the Company and Mr. John (a/k/a Jack) McGrath, our Chief Operating Officer, and entered into Amendment No. 7 to Mr. McGrath’s Employment Agreement, dated March 4, 2010 which was effective January 1, 2010 (the “McGrath Employment Agreement”). The terms of Mr. McGrath’s Employment Agreement have been amended as follows: (i) to extend the Term of the McGrath Employment Agreement for an additional two years through December 31, 2023; (ii) to set the Base Salary, effective January 1, 2022, at the rate of $520,000 per annum; (iii) addition of a performance bonus opportunity for fiscal years 2022 and 2023 in a range between twenty-five percent (25%) and one hundred twenty five percent (125%) of Base Salary, based upon the level of EBITDA achieved by the Company for the fiscal year, as determined by the Compensation Committee, which shall be payable in cash and is subject to additional terms and conditions as set forth therein; and (iv) addition of a provision for the issuance on the first business day of each of calendar years 2022 and 2023 of that number of Restricted Stock Units that are equal to the lesser of (A) an amount in value (determined as provided below) equal to Mr. McGrath’s Base Salary then in effect or (B) 1.05% of common shares outstanding of the Company, which shall vest in two equal installments on each anniversary of grant; provided, that no such award shall be made (and no cash substitute shall be provided) to the extent shares are not available for grant under the Company’s 2002 Stock Award and Incentive Plan (as in effect on the date hereof and as subsequently may be amended, from time to time, or any successor plan, the “Plan”) as of such date; and provided, further, that the Company shall not be obligated to amend the Plan and/or seek shareholder approval of any amendment to increase the amount of available shares under the Plan. The number of Shares in each annual grant of Restricted Stock Units will be determined by the closing price of a share of the Company\’s common stock on December 31, 2021 with respect to the 2022 award, and December 31, 2022 with respect to the 2023 award.
All capitalized terms used herein, but not defined herein, have the meanings ascribed thereto in the McGrath Employment Agreement, as amended by the seventh amendment.
The foregoing description of the seventh amendment to the McGrath Employment Agreement is qualified in its entirety by reference to the full text thereof, a copy of which is filed as Exhibit 10.1 to this Form 8-K and is incorporated by reference into this Item 5.02.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
JAKKS PACIFIC INC Exhibit
EX-10.1 2 ex_259656.htm EXHIBIT 10.1 ex_259656.htm Exhibit 10.1 SEVENTH AMENDMENT TO EMPLOYMENT AGREEMENT THIS SEVENTH AMENDMENT (the “Seventh Amendment”) to Employment Agreement,…
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About JAKKS PACIFIC, INC. (NASDAQ:JAKK)
JAKKS Pacific, Inc. is a multi-line, multi-brand toy company. The Company designs, produces, markets and distributes toys and related products, pet toys, consumables and related products, electronics and related products, kids indoor and outdoor furniture, and other consumer products. The Company operates through two business segments: traditional toys and electronics, and role play, novelty and seasonal toys. The traditional toys and electronics segment includes action figures, vehicles, playsets, plush products, dolls, accessories, electronic products, construction toys, infant and pre-school toys, foot to floor ride-on vehicles, wagons and pet products and related products. The role play, novelty and seasonal segment includes role play and dress-up products, novelty toys, seasonal and outdoor products, indoor and outdoor kids’ furniture and Halloween and everyday costume play.
Apollo Endosurgery, Inc. (NASDAQ:APEN) Files An 8-K Entry into a Material Definitive Agreement
Apollo Endosurgery, Inc. (NASDAQ:APEN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On June 18, 2021, Apollo Endosurgery, Inc. (the “ Company”) and Aslan IV Austin, LLC (the “ Landlord”) entered into a second amendment (the “ Second Amendment”) for the Company’s principal executive offices located in an 18,234 square foot facility in Austin, Texas. The Landlord and the Company are parties to an Office Lease Agreement dated July 16, 2012, as amended by the First Amendment to Office Lease Agreement dated July 11, 2018, between the Company, as tenant, and the Landlord (subsequently assigned to BC Exchange Cityview Master Tenant, LLC) (the “Lease”). The Second Amendment extends the term of the Lease for an additional 12 months (the “Extension Term”) and surrenders a space containing approximately 7,209 square feet. to the Second Amendment, the Lease will expire on September 30, 2022. Total base rent payments owed during the Extension Term is $286,650, plus the Company’s share of certain variable and administrative costs under the Lease.
The foregoing description of the Second Amendment and the Lease does not purport to be complete and is qualified in its entirety by reference to the Second Amendment, a copy of which the Company expects to file as an exhibit to its Quarterly Report on Form 10-Q for the quarter ending June 30, 2021.
About Apollo Endosurgery, Inc. (NASDAQ:APEN)
Apollo Endosurgery, Inc., formerly Lpath, Inc., is a medical device company. The Company is focused on less invasive therapies for the treatment of obesity, as well as other gastrointestinal disorders. The Company’s device-based therapies are an alternative to invasive surgical procedures. The Company offers products in over 80 countries. The Company’s products include ORBERA, LAP-BAND and OverStitch. The Company’s product, ORBERA, is a gastric balloon. The ORBERA Intragastric Balloon System is a weight loss aid for adults suffering from obesity. The LAP-BAND System is a minimally invasive procedure that offers weight loss. The LAP-BAND System is indicated for weight reduction for patients with obesity. The OverStitch Endoscopic Suturing System enables advanced endoscopic surgery by allowing physicians to place full-thickness sutures through a flexible endoscope. OverStitch offers solutions for defects in both the upper and lower gastrointestinal tract.
ONCOSEC MEDICAL INCORPORATED (NASDAQ:ONCS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
ONCOSEC MEDICAL INCORPORATED (NASDAQ:ONCS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.
On June 24, 2021, OncoSec Medical Incorporated (the “Company”) announced that Daniel J. O’Connor has resigned as the Company’s President and Chief Executive Officer and as a member of the Board of Directors of the Company. The Company appointed Brian Leuthner, the Company’s current Chief Operating Officer, to serve as Interim Chief Executive Officer, effective as of June 24, 2021.
Mr. Leuthner, 56, currently serves as Chief Operating Officer of the Company and joined the company in February 2021. Over the course of his 32-year career in biotech and pharmaceuticals, Mr. Leuthner has held several leadership positions, including several public and private CEO positions. For a decade, Mr. Leuthner was co-founder, President, and CEO of Edge Therapeutics, Inc., an orphan disease-focused company. While at Edge, he developed a long-term vision, strategic plan and corporate culture that ensured a successful transition from a start-up company through late-stage development. Earlier in his career, Mr. Leuthner held a variety of operational and commercial leadership positions at The Medicines Company, ESP Pharma, Cardinal Health, Johnson & Johnson, and Glaxo Wellcome Company. Mr. Leuthner earned his Bachelor of Science and Masters in Business Administration degrees from The University of North Carolina at Chapel Hill.
In connection with Mr. O’Connor’s departure, the Company and Mr. O’Connor entered into a separation agreement (“Separation Agreement”) on June 24, 2021, providing for severance payments and benefits to Mr. O’Connor consistent with the terms of his existing employment agreement with the Company, including a severance payment of $1,795,500, less tax withholdings, and immediate vesting of all stock options and restricted stock units held by Mr. O’Connor.
The foregoing is a summary description of the terms and conditions of the Separation Agreement and is qualified in its entirety by reference to the Separation Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
No family relationships exist between Mr. Leuthner and any of the Company’s directors or other executive officers. There are no arrangements between Mr. Leuthner and any other person to which Mr. Leuthner was selected as an officer, nor are there any transactions to which the Company is or was a participant and in which Mr. Leuthner has a material interest subject to disclosure under Item 404(a) of Regulation S-K.
| (d) | Exhibits. |
The following exhibit is filed herewith:
| 10.1 | Separation Agreement between OncoSec Medical Incorporated and Mr. O’Connor, dated June 24, 2021. |
ONCOSEC MEDICAL Inc Exhibit
SEC.gov | Request Rate Threshold Exceeded html {height: 100%} body {height: 100%; margin:0; padding:0;} #header {background-color:#003968; color:#fff; padding:15px 20px 10px 20px;font-family:Arial,…
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About ONCOSEC MEDICAL INCORPORATED (NASDAQ:ONCS)
OncoSec Medical Incorporated is a biotechnology company. The Company is focused on designing, developing and commercializing gene therapies, therapeutics and medical approaches to stimulate an anti-tumor immune response for the treatment of cancer. The Company’s lead product candidate, ImmunoPulse IL-12, consists of a plasmid construct encoding the proinflammatory cytokine, IL-12, which is delivered into the tumor through in vivo electroporation. As of July 31, 2016, the Company was pursuing two Phase II trials: ImmunoPulse IL-12 monotherapy in patients with metastatic melanoma and ImmunoPulse IL-12 plus pembrolizumab in patients with advanced, metastatic melanoma. In addition, it is pursuing ImmunoPulse IL-12 monotherapy in patients with triple negative breast cancer. Its ImmunoPulse product candidates are based on its deoxyribonucleic acid (DNA)-based immunotherapy technology, which is designed to stimulate the human immune system, resulting in systemic anti-tumor immune responses.
FENNEC PHARMACEUTICALS INC. (OTCMKTS:FENCF) Files An 8-K Other Events
FENNEC PHARMACEUTICALS INC. (OTCMKTS:FENCF) Files An 8-K Other Events
Item 8.01
| Exhibit 10.1 | Second Amendment to the Loan and Security Agreement dated as of June 24, 2021 by and among Fennec Pharmaceuticals, Inc. and Western Alliance Bank. |
| Exhibit 99.1 | Press Release dated June 24, 2021 |
FENNEC PHARMACEUTICALS INC. Exhibit
EX-10.1 2 tm2120610d1_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 SECOND AMENDMENT TO THE LOAN AND SECURITY AGREEMENT THIS SECOND AMENDMENT to the Loan and Security Agreement (this “Amendment”) is made effective as of June 21,…
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About FENNEC PHARMACEUTICALS INC. (OTCMKTS:FENCF)
Fennec Pharmaceuticals Inc., formerly Adherex Technologies Inc., is a biopharmaceutical company focused on cancer therapeutics. The Company’s lead product candidate in the clinical stage of development includes Sodium Thiosulfate (STS), which has completed patient enrollment of over two Phase III clinical trials for the prevention of cisplatin induced hearing loss, or ototoxicity in children. STS has been studied by cooperative groups in over two Phase III clinical studies of survival and reduction of ototoxicity, The Clinical Oncology Group Protocol ACCL0431 and SIOPEL 6. The Children’s Oncology Group (COG) ACCL0431 protocol enrolled 20% childhood cancers typically treated with intensive cisplatin therapy for localized and disseminated disease, including hepatoblastoma, germ cell tumor, osteosarcoma, neuroblastoma and medulloblastoma. SIOPEL 6 enrolled only hepatoblastoma patients with localized tumors.
FALCONSTOR SOFTWARE, INC. (NASDAQ:FALC) Files An 8-K Entry into a Material Definitive Agreement
FALCONSTOR SOFTWARE, INC. (NASDAQ:FALC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On June 21, 2021, FalconStor Software, Inc., a Delaware corporation (the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”) with Roth Capital Partners, LLC, as the sole underwriter party thereto (the “Underwriter”), which provided for the issuance and sale by the Company, and the purchase by the Underwriter, of an aggregate of 725,000 shares of the Company’s common stock, par value $0.001 per share (the “Firm Shares”). The Company also granted the Underwriter a 30-day option to purchase up to an additional 108,750 shares of the Company’s common stock (the “Option Shares”, and together with the Firm Shares, the “Shares”) on the same terms and conditions (the “Offering”).
The Underwriter agreed to purchase the Shares to the Underwriting Agreement at a price of $4.10 per share. The Shares were offered, issued and sold to the Company’s Registration Statement on Form S-1 (File No. 333-256756) originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 3, 2021, as amended, which the SEC declared effective on June 21, 2021. A final prospectus describing the terms of the Offering was filed with the SEC on June 22, 2021 to Rule 424(b)(4) of the Securities Act of 1933, as amended (the “Securities Act”).
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act, and termination and other provisions customary for transactions of this nature.
The foregoing summary of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and incorporated herein by reference.
Item 8.01. Other Events
On June 21, 2021, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On June 23, 2021, the Company issued and sold to the Underwriter an aggregate of 811,750 shares of the Company’s common stock (including 86,750 Option Shares) and thereby closed the Offering at a price of $4.10 per share, for net proceeds of approximately $2.9 million after deducting the underwriting discount and estimated offering expenses payable by the Company.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 1.1 | Underwriting Agreement dated June 21, 2021 |
| 99.1 | Press Release dated June 21, 2021, announcing the pricing of its public offering of Common Stock |
FALCONSTOR SOFTWARE INC Exhibit
EX-1.1 2 ex11to8k04637018_06232021.htm Exhibit 1.1 Execution Version FALCONSTOR SOFTWARE,…
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About FALCONSTOR SOFTWARE, INC. (NASDAQ:FALC)
FalconStor Software, Inc. is a Software-Defined Storage (SDS) company offering a converged data services software platform. The Company’s platform FreeStor, allows information technology (IT) organizations minimize and eliminate that complexity with the delivery of migration, continuity, protection, recovery and optimization for any storage environment through a management interface for a price based on managed capacity across arrays, servers, hypervisors, data centers, and the cloud. The Company’s Intelligent Abstraction core provides a scalable storage hypervisor, coupled with a data services engine and automation. The Company’s Business Continuity and Disaster Recovery products include network storage server (NSS) and continuous data protector (CDP). Its Optimized Backup and Deduplication (OBD) products merge its virtual tape library (VTL) and file-interface deduplication system (FDS) solutions.
Bionik Laboratories Corp. (OTCMKTS:BNKL) Files An 8-K Entry into a Material Definitive Agreement
Bionik Laboratories Corp. (OTCMKTS:BNKL) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
The information set forth in Item 2.03 is incorporated by reference into this Item 1.01.
On June 24, 2021, Bionik Laboratories Corp. (the “Company”) issued a press release announcing its financial results and corporate highlights for the fourth quarter and fiscal year ended March 31, 2021.
A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this report (including Exhibit 99.1) is being furnished to Item 2.02 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. This report will not be deemed an admission as to the materiality of any information herein (including Exhibit 99.1).
On June 18, 2021, Bionik Laboratories Corp. (the “Company”) borrowed an additional $200,000 from RGD Investissements S.A.S., an affiliate of Remi Gaston-Dreyfus, a director of the Company (along with any other lenders under the Agreement, a “Lender” and collectively, the “Lenders”), to its existing Term Loan and Security Agreement dated as of February 12, 2021 (the “Agreement”), and to which, among other things, the Company may borrow up to $3,000,000 (such borrowed amount, the “Loan”) from lenders from time to time. Through June 18, 2021, the Company has borrowed an aggregate of $1,553,650 under the Agreement.
RGD Investissements S.A.S. is acting as collateral agent under the Agreement on behalf of the Lenders with customary rights and obligations (as such, the “Collateral Agent”).
to the terms of the Agreement, the Company may elect to borrow up to $3,000,000 in the aggregate from time to time, provided (a) an event of default shall not have occurred or be occurring before or immediately after each such additional loan is given effect; (b) additional loans are only to be provided by existing Lenders (or their respective affiliates) and other lenders approved by the Collateral Agent; and (c) any Lender may elect or decline, in its sole discretion, to provide any amount of any requested additional loan.
Each additional loan is to be executed to one or more joinder agreements.
The principal amount of and interest on the Loan will be due and payable on the earlier of: (i) February 12, 2023 and (ii) the date of receipt by the Company of a minimum of $3,000,000 in equity.
The Loan bears interest at a fixed rate of 1% per month. Without penalty, the Company may prepay the Loan in whole or in part.
The Loan contains customary events of default, which entitles the Lenders holding a majority of the principal amount of the Loan to declare the unpaid principal amount of, and all accrued and unpaid interest on, the Loan, due and payable.
to the Agreement, the Company (a) granted to the Collateral Agent, for the ratable benefit of the Lenders and to secure the payment and performance in full of the payment obligations of the Company under the Agreement, security interests in, and (b) pledged and collaterally assigned to the Collateral Agent, for the ratable benefit of the Lenders, the Company’s inventory (the “Security Interest”).
The foregoing is a brief description of the Loan and the material terms of the Agreement and is qualified in its entirety by reference to the full text of the Agreement, which is included as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 25, 2021 which is incorporated herein by reference.
| 99.1 | Press release, dated June 24, 2021 |
Bionik Laboratories Corp. Exhibit
EX-99.1 2 tm2120447d1_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 June 24,…
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About Bionik Laboratories Corp. (OTCMKTS:BNKL)
Bionik Laboratories Corp. (Bionik), formerly Drywave Technologies, Inc., is a medical device and robotics company. The Company is focused on providing rehabilitation solutions and developing transformational technologies and solutions to individuals with neurological disorders, specializing in the designing, developing and commercializing of physical rehabilitation technologies, prosthetics and assisted robotic products. It has over three products on the market and approximately three products in various stages of development. The InMotion Systems include the InMotion ARM, InMotion HAND, InMotion Wrist and InMotion ANKLE are designed to provide patent-adaptive therapy in a manner that has been clinically verified to manage neuro-recovery. The Company is also engaged in developing a lower-body exoskeleton, ARKE, which designs to allow paraplegics, as well as other wheelchair users the ability to rehabilitate through walking.
