Ok this was in the S1. Auctus On August 14,
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Posted On: 05/28/2020 1:25:35 PM
Ok this was in the S1.
Auctus
On August 14, 2019, we entered into a securities purchase agreement (the “Auctus Purchase Agreement”) with Auctus Fund, LLC (“Auctus”), pursuant to which we issued and sold to Auctus a convertible note (the “Convertible Note”) in the principal amount of $1,100,000. The Auctus Note is due August 14, 2020, bears at interest at the rate of 10%, due at maturity, acceleration, or prepayment, and is convertible to common stock at a conversion price equal to 80% of the lowest trading price for the common stock for the 10 trading day period prior to the conversion date.
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In connection with the Auctus Purchase Agreement, we also issued to Auctus warrants (the “Auctus Warrants”) to purchase up to 62,857 shares of common stock at an exercise price of $3.50, subject to adjustment. The Auctus Warrants have a term of five years and may be exercised cashlessly if the SEC has not permitted the Company to include shares underlying the Auctus Warrants on an effective registration statement for resale at prevailing market prices. We also had issued to Auctus, as a commitment fee, 1,000,000 shares of common stock of Antigen.
In connection with the Auctus Purchase Agreement, we entered into a registration rights agreement with Auctus, pursuant to which we agreed to register for resale the shares underlying the Auctus Warrants. We were required to file such registration statement within 60 days of the date of such registration rights agreement. We failed to comply with this obligation on a timely basis, resulting in a default under the Auctus Note.
The Auctus Note and Auctus Warrant may not converted or exercised, as applicable, to the extent such conversion or exercise would result in the holder beneficially owning more than 4.99% of our outstanding common stock.“
Auctus
On August 14, 2019, we entered into a securities purchase agreement (the “Auctus Purchase Agreement”) with Auctus Fund, LLC (“Auctus”), pursuant to which we issued and sold to Auctus a convertible note (the “Convertible Note”) in the principal amount of $1,100,000. The Auctus Note is due August 14, 2020, bears at interest at the rate of 10%, due at maturity, acceleration, or prepayment, and is convertible to common stock at a conversion price equal to 80% of the lowest trading price for the common stock for the 10 trading day period prior to the conversion date.
7
In connection with the Auctus Purchase Agreement, we also issued to Auctus warrants (the “Auctus Warrants”) to purchase up to 62,857 shares of common stock at an exercise price of $3.50, subject to adjustment. The Auctus Warrants have a term of five years and may be exercised cashlessly if the SEC has not permitted the Company to include shares underlying the Auctus Warrants on an effective registration statement for resale at prevailing market prices. We also had issued to Auctus, as a commitment fee, 1,000,000 shares of common stock of Antigen.
In connection with the Auctus Purchase Agreement, we entered into a registration rights agreement with Auctus, pursuant to which we agreed to register for resale the shares underlying the Auctus Warrants. We were required to file such registration statement within 60 days of the date of such registration rights agreement. We failed to comply with this obligation on a timely basis, resulting in a default under the Auctus Note.
The Auctus Note and Auctus Warrant may not converted or exercised, as applicable, to the extent such conversion or exercise would result in the holder beneficially owning more than 4.99% of our outstanding common stock.“
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