found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law;
the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (a) any Federal or State securities or commodities law or regulation; (b) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (c) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
Section 16(a) Beneficial Ownership Reporting ComplianceCulture and Human Capital Management
Section 16(a)Recruiting, developing and engaging our workforce is critical to executing our strategy and achieving business success. The board oversees and is regularly updated on the company’s leadership development and talent management strategies designed to recruit, develop and retain business leaders who can drive the Company’s growth objectives and build long-term stockholder value. Our board is continuously focused on culture and human capital management priorities for promoting a safe, inclusive and respectful work environment, where employees across our entire workforce feel empowered to speak on issues important to them, inspired to act ethically and with integrity and raise concerns and encouraged to implement new and innovative ideas in the best interests of the Exchange Actbusiness.
The board is keenly interested in ensuring that the Company maintains and promotes a culture that fosters the rulesvalues, behaviors and attributes necessary to advance the Company’s business strategy and purpose. To foster employee engagement and commitment, we follow a robust process to listen to employees, take action and measure our progress with on-going employee conversations, transparent communications and employee engagement surveys. The Board receives regular updates on matters of the SEC require our directors, certain officersemployee culture and beneficial owners of more than 10% of our outstanding common stock to file reports of their ownership and changes in ownership of our common stock with the SEC. Based solely on our review of the copies of such forms received by us and upon written representations of the Reporting Persons received by us, we believe that there has been compliance with all Section 16(a) filing requirements applicable to such Reporting Persons with respect to the fiscal year ended December 31, 2020.engagement.
Related Person Transactions
SinceThere have been no transactions since January 1, 2019, the Company was2020 to which we have been a party to a transactionparticipant in which the amount involved exceeded or will exceed $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years, and in which its director and holderany of our directors, executive officers or holders of more than 5% of our capital stock, or any classmembers of our voting stock hastheir immediate family, had or will have a direct or indirect material interest. David S. Cohen, one ofinterest, other than compensation arrangements which are described under “Executive Compensation” and “Director Compensation,” and other than the Company’s directors, has participated as an investor in the transactiontransactions described below.
As disclosed in the Company’s Form 8-K filed on April 23, 2018 and amended on April 26, 2018, on April 20, 2018, the Company entered into a securities purchase agreement (the “2018 Note Agreement”) with certain investors (the “April 2018 Investors”), pursuant to which the Company would issue up to approximately (i) $3,296,703 in Senior Secured Convertible Promissory Notes with an interest rate of 8% per annum and an original issue discount of 9% (the “ Bridge Notes”) and (ii) warrants in an amount equal to the number of shares of common stock issuable upon conversion of the Bridge Notes based on the conversion price at the time of issuance (the “Convertible Debt Transaction”). Some of the warrants were issued with a one-year term and some with a five-year term. The initial closing of the Convertible Debt Transaction provided the Company with $1,660,000 of gross proceeds for the issuance of Bridge Notes with an aggregate principal of $1,824,176. On July 6, 2018, the stockholders of the Company approved, for purposes of complying with applicable Nasdaq Listing Rules, the potential issuance of more than 20% of the Company’s common stock
As previously disclosed in connectionour 2021 Proxy Statement filed on Form DEF 14A with the Convertible Debt Transaction. Following such approval, additional closings providedSEC on April 29, 2021, since April 2018, we amended the Company with $1,340,000 of gross proceeds for the issuance of Bridge Notes with an aggregate principal of $1,374,426.
On September 20, 2018, immediately after the final drawdownterms of the Bridge Notes the Company entered into an agreement with the April 2018 Investors whereby the exercise price of alland warrants issued to the April 2018 Investors were amended from $11.25 to $7.50. On November 29, 2018, the Company entered intoin connection therewith. In connection with this transaction, a member of our board of directors, Mr. David S. Cohen was issued an amendment and restatement agreement (the “Amendment Agreement”) amending and restating the termsaggregate of the 2018 Note Agreement. The Amendment Agreement provided for the issuance of up to $1,318,681 of additional Bridge Notes together with applicable warrants,$439,560 in one or more tranches, with substantially the same terms and conditions as the previously issued Bridge Notes and related warrants. The conversion priceprincipal of the Bridge Notes was amended so that it shall be equaland issued warrants to the greater of $3.75 or $0.75 above the closing bid pricepurchase 74,539 shares of our common stock on the date prior to the original issue date. In the event thestock. The Bridge Notes are not paid in full priorissued to 180 days after the original issue date, the conversion price shall be equalMr. Cohen have been converted into 744,840 shares of common stock. See “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT” for more information related to 80%Mr. Cohen’s ownership of the lowest volume weighted average price in the 10 trading days prior to the date of the notice of conversion, but in no event below the floor price of $2.25. The Amendment Agreement was approved by the stockholders of the Company on December 20, 2019.our securities.