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Posted On: 03/02/2023 6:42:47 PM
Post# of 148878
Re: Evil Rabbit #133205
Speak to me like you would a five year old. What does this mean? Is Welch paid off from the poison pill?
“Warrant Issuance to Dr. David F. Welch, or One or More Affiliates
As previously reported in the Company’s Current Report on Form 8-K filed on February 17, 2022, the Company entered into a Surety Bond Backstop Agreement with David Fairbank Welch, both individually and in his capacity as trustee of a revocable trust, LRFA, LLC, a Delaware limited liability company, and certain other related parties (collectively, the “Indemnitors”), effective February 14, 2022. Under the agreement, the Indemnitors agreed to assist the Company in obtaining a surety bond (the “Surety Bond”) for posting in connection with the Company’s ongoing litigation with Amarex Clinical Research, LLC, by, among other things, agreeing to indemnify the issuer of the Surety Bond with respect to the Company’s obligations under the Surety Bond.
As previously reported in the Company’s Current Report on Form 8-K filed on December 6, 2022, the Company entered into a second amendment to the Surety Bond Backstop Agreement effective December 1, 2022 (the “Second Amendment”). The Second Amendment provided for the extension of the obligation of the Indemnitors to indemnify the Surety and also provided, among other things, for the issuance of a second warrant to the Indemnitors covering up to 7,500,000 shares of common stock with an exercise price of $0.10 per share. The ultimate number of shares to be covered by the second warrant was to be calculated based on a formula relating to how quickly the Company relieved the balance of cash collateral pledged by the Indemnitors. As of February 28, 2023, the second warrant has been determined to cover the full 7,500,000 shares of common stock. Except as provided in the Second Amendment, the terms of the warrant will be similar to the warrants issued under the original Backstop Agreement, filed as Exhibit 4.1 to the Company’s Form 8-K filed on February 17, 2022. The shares covered by the warrant are entitled to registration rights.
Dr. Welch is deemed to beneficially own in excess of five percent of the Company’s outstanding shares of common stock.
The Company relied on the exemption from registration afforded by Section 4(a)(2) of the Securities Act in connection with the issuance of the aforementioned warrant“
Thanks.
“Warrant Issuance to Dr. David F. Welch, or One or More Affiliates
As previously reported in the Company’s Current Report on Form 8-K filed on February 17, 2022, the Company entered into a Surety Bond Backstop Agreement with David Fairbank Welch, both individually and in his capacity as trustee of a revocable trust, LRFA, LLC, a Delaware limited liability company, and certain other related parties (collectively, the “Indemnitors”), effective February 14, 2022. Under the agreement, the Indemnitors agreed to assist the Company in obtaining a surety bond (the “Surety Bond”) for posting in connection with the Company’s ongoing litigation with Amarex Clinical Research, LLC, by, among other things, agreeing to indemnify the issuer of the Surety Bond with respect to the Company’s obligations under the Surety Bond.
As previously reported in the Company’s Current Report on Form 8-K filed on December 6, 2022, the Company entered into a second amendment to the Surety Bond Backstop Agreement effective December 1, 2022 (the “Second Amendment”). The Second Amendment provided for the extension of the obligation of the Indemnitors to indemnify the Surety and also provided, among other things, for the issuance of a second warrant to the Indemnitors covering up to 7,500,000 shares of common stock with an exercise price of $0.10 per share. The ultimate number of shares to be covered by the second warrant was to be calculated based on a formula relating to how quickly the Company relieved the balance of cash collateral pledged by the Indemnitors. As of February 28, 2023, the second warrant has been determined to cover the full 7,500,000 shares of common stock. Except as provided in the Second Amendment, the terms of the warrant will be similar to the warrants issued under the original Backstop Agreement, filed as Exhibit 4.1 to the Company’s Form 8-K filed on February 17, 2022. The shares covered by the warrant are entitled to registration rights.
Dr. Welch is deemed to beneficially own in excess of five percent of the Company’s outstanding shares of common stock.
The Company relied on the exemption from registration afforded by Section 4(a)(2) of the Securities Act in connection with the issuance of the aforementioned warrant“
Thanks.
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