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Posted On: 05/08/2019 9:17:59 AM
Post# of 32688
From the prospectus, looks like there could be a cashless exercise, but not necessarily.
Offering Warrants
The following summary of certain term and provisions of the warrants offered hereby is not complete and is subject to, and qualified in its entirety by the provisions of the form of the warrant, which is filed as an exhibit to the registration statement of which this prospectus is a part. Prospective investors should carefully review the terms and provisions set forth in the form of warrant.
Exercisability. The warrants are exercisable immediately upon issuance and at any time for the five-year period from the date of issuance. The warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares of our Common Stock purchased upon such exercise (except in the case of a cashless exercise as discussed below).
Cashless Exercise. In the event that a registration statement covering shares of our Common Stock underlying the warrants is not available for the resale of such shares of our Common Stock underlying the warrants, the holder may, in its sole discretion, exercise the warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, elect instead to receive upon such exercise the net number of shares of our Common Stock determined according to the formula set forth in the warrant. In no event will we be required to make any cash payments or net cash settlement to the registered holder in lieu of issuing shares of our Common Stock underlying the warrants.
Exercise Price. The initial exercise price per-whole share of our Common Stock purchasable upon exercise of the warrants is $3.443, or 110% of the effective offering price. The exercise price is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits stock combinations, reclassifications, or similar events affecting our Common Stock and also upon any distribution of assets, including cash, stock, or other property to our stockholders.
Certain Adjustments. The exercise price and the number of shares of Common Stock purchasable upon the exercise of the warrants are subject to adjustment upon the occurrence of specific events, including stock dividends, stock splits, combinations, and reclassifications of our Common Stock.
Transferability. Subject to applicable laws, the warrants may be transferred at the option of the holders upon surrender of the warrants together with the appropriate instruments of transfer.
Exchange Listing. The warrants have been approved for listing on Nasdaq under the symbol “VERBW.” Trading commenced at the open of the market on April 5, 2019. We cannot provide assurances that a trading market for the warrants will develop or be maintained.
Warrant Agent. The warrants will be issued in registered form pursuant to that certain Warrant Agent Agreement dated April 4, 2019, by and between VStock Transfer, LLC, as warrant agent and us (the “Warrant Agent Agreement”). The warrants will initially be issued and maintained in the form of a security held in book-entry form and The Depository Trust Company or its nominee will be the sole registered holder of the Warrants, subject to a holder’s right to receive a warrant in certificated form pursuant to the terms of the Warrant Agent Agreement.
Fundamental Transaction. If, at any time while the warrants are outstanding, (1) we consolidate or merge with or into another corporation and we are not the surviving corporation, (2) we sell, lease, license, assign, transfer, convey, or otherwise dispose of all or substantially all of our assets, (3) any purchase offer, tender offer, or exchange offer (whether by us or another individual or entity) is completed pursuant to which holders of shares of our Common Stock are permitted to sell, tender, or exchange their shares of our Common Stock for our other securities, cash, or property and has been accepted by the holders of 50% or more of the outstanding shares of our Common Stock, (4) we effect any reclassification or recapitalization of shares of our Common Stock or any compulsory share exchange pursuant to which the shares of our Common Stock are converted into or exchanged for other securities, cash, or property, or (5) we consummate a stock or share purchase agreement or other business combination with another person or entity whereby such other person or entity acquires more than 50% of the outstanding shares of our Common Stock, each, a “Fundamental Transaction,” then upon any subsequent exercise of the warrants, the holders thereof will have the right to receive the same amount and kind of securities, cash, or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been immediately prior to such Fundamental Transaction, the holder of the number of warrant shares then issuable upon exercise of the warrant, and any additional consideration payable as part of the Fundamental Transaction.
Rights as a Stockholder. Except as otherwise provided in the warrants or by virtue of such holder’s ownership of shares of our Common Stock, the holder of the warrant does not have the rights or privileges of a holder of our Common Stock, including any voting rights, until the holder exercises the warrant.
Outstanding Warrants
As of April 4, 2019, we had 753,446 shares of our Common Stock underlying outstanding warrants, having a weighted-average exercise price of approximately $4.22 per share.
Offering Warrants
The following summary of certain term and provisions of the warrants offered hereby is not complete and is subject to, and qualified in its entirety by the provisions of the form of the warrant, which is filed as an exhibit to the registration statement of which this prospectus is a part. Prospective investors should carefully review the terms and provisions set forth in the form of warrant.
Exercisability. The warrants are exercisable immediately upon issuance and at any time for the five-year period from the date of issuance. The warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares of our Common Stock purchased upon such exercise (except in the case of a cashless exercise as discussed below).
Cashless Exercise. In the event that a registration statement covering shares of our Common Stock underlying the warrants is not available for the resale of such shares of our Common Stock underlying the warrants, the holder may, in its sole discretion, exercise the warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, elect instead to receive upon such exercise the net number of shares of our Common Stock determined according to the formula set forth in the warrant. In no event will we be required to make any cash payments or net cash settlement to the registered holder in lieu of issuing shares of our Common Stock underlying the warrants.
Exercise Price. The initial exercise price per-whole share of our Common Stock purchasable upon exercise of the warrants is $3.443, or 110% of the effective offering price. The exercise price is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits stock combinations, reclassifications, or similar events affecting our Common Stock and also upon any distribution of assets, including cash, stock, or other property to our stockholders.
Certain Adjustments. The exercise price and the number of shares of Common Stock purchasable upon the exercise of the warrants are subject to adjustment upon the occurrence of specific events, including stock dividends, stock splits, combinations, and reclassifications of our Common Stock.
Transferability. Subject to applicable laws, the warrants may be transferred at the option of the holders upon surrender of the warrants together with the appropriate instruments of transfer.
Exchange Listing. The warrants have been approved for listing on Nasdaq under the symbol “VERBW.” Trading commenced at the open of the market on April 5, 2019. We cannot provide assurances that a trading market for the warrants will develop or be maintained.
Warrant Agent. The warrants will be issued in registered form pursuant to that certain Warrant Agent Agreement dated April 4, 2019, by and between VStock Transfer, LLC, as warrant agent and us (the “Warrant Agent Agreement”). The warrants will initially be issued and maintained in the form of a security held in book-entry form and The Depository Trust Company or its nominee will be the sole registered holder of the Warrants, subject to a holder’s right to receive a warrant in certificated form pursuant to the terms of the Warrant Agent Agreement.
Fundamental Transaction. If, at any time while the warrants are outstanding, (1) we consolidate or merge with or into another corporation and we are not the surviving corporation, (2) we sell, lease, license, assign, transfer, convey, or otherwise dispose of all or substantially all of our assets, (3) any purchase offer, tender offer, or exchange offer (whether by us or another individual or entity) is completed pursuant to which holders of shares of our Common Stock are permitted to sell, tender, or exchange their shares of our Common Stock for our other securities, cash, or property and has been accepted by the holders of 50% or more of the outstanding shares of our Common Stock, (4) we effect any reclassification or recapitalization of shares of our Common Stock or any compulsory share exchange pursuant to which the shares of our Common Stock are converted into or exchanged for other securities, cash, or property, or (5) we consummate a stock or share purchase agreement or other business combination with another person or entity whereby such other person or entity acquires more than 50% of the outstanding shares of our Common Stock, each, a “Fundamental Transaction,” then upon any subsequent exercise of the warrants, the holders thereof will have the right to receive the same amount and kind of securities, cash, or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been immediately prior to such Fundamental Transaction, the holder of the number of warrant shares then issuable upon exercise of the warrant, and any additional consideration payable as part of the Fundamental Transaction.
Rights as a Stockholder. Except as otherwise provided in the warrants or by virtue of such holder’s ownership of shares of our Common Stock, the holder of the warrant does not have the rights or privileges of a holder of our Common Stock, including any voting rights, until the holder exercises the warrant.
Outstanding Warrants
As of April 4, 2019, we had 753,446 shares of our Common Stock underlying outstanding warrants, having a weighted-average exercise price of approximately $4.22 per share.
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