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Note 8 – Related Parties
Aegis Capital Corp. and Mr. Adam Stern
Mr. Adam Stern, a director of the Company,
has been Head of Private Equity Banking at Aegis Capital Corp. and CEO of SternAegis Ventures since 2012. The Company has contracted
with Aegis Capital in all of its finance raises from 2013 through 2018. Each of these transactions have been disclosed in our previous
10-K filings. A summary of these transactions are as follows:
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Aegis Capital Corp. acted as the Placement Agent for the Company’s 2013 Private Placement which raised gross proceeds of $15 million. As the Placement Agent, Aegis Capital Corp. received an agent fee of $1.5 million and a non-accountable expense allowance of $450,000. In addition, the Placement Agent was issued 750,000 warrants at an exercise price of $2.00 per share and 1,500,000 warrants at an exercise price of $1.00 per share. |
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Aegis Capital Corp. acted as the Placement Agent for the Company’s 2015 Private Placement which raised gross proceeds of $10 million. The Placement Agent received a cash fee of $1 million and a non-accountable expense allowance of $300,000. The Placement agent was issued 2 million warrants to purchase shares at $ 0.50 per share and 2 million warrants to purchase shares at $0.75 a share. |
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Aegis Capital Corp. acted as the Placement Agent for the Company’s 2016 Series A Preferred Stock private placement which raised gross proceeds of $8 million. The Placement Agent was paid a cash fee of $800,000 and non-accountable expenses of $240,000. In addition, 1,600,000 warrants were issued to the Placement Agent at an exercise price of $0.50 per share. |
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Aegis Capital Corp. was retained as
our Warrant Agent for the Company’s 2017 Offer to Amend and Exercise warrants, which raised gross proceeds of approximately
$13.5 million. The Warrant Agent received a fee of 5% of the cash exercise prices paid by the holders of the warrants, excluding
placement agent warrants. In addition, Aegis Capital Corp. was reimbursed for reasonable out-of-pocket legal fees and expenses,
including a $35,000 non-accountable expense allowance.
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Aegis Capital Corp. acted as a selected dealer for our public offering of Series B Preferred Stock in June 2018, which raised gross proceeds of $8 million. In connection with the offering the Company agreed to issue placement agent warrants to purchase that number of shares of common stock equal to 1.5% of the aggregate number of shares of common stock underlying the shares of Series B Preferred Stock sold in the offering (not including any shares payable pursuant to the contemplated dividend thereunder). A total of 240,000 warrants were issued, of which Adam Stern and Aegis Capital Corp. were collectively issued 81,080. |
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