UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

On September 18, 2014, the registrant entered into the following agreements (collectively the “Transaction Documents”):

A copy of each of the Transaction Documents is included and filed as Exhibits 10.1, 10.2, and 4.1 respectively to this current report on Form 8-K.  The following is a brief description of the terms and conditions of each such agreement and instrument, and the transactions contemplated thereunder that are material to the registrant, which description is qualified in its entirety by the agreements and instruments attached as exhibits and incorporated herein by reference.

The Securities Purchase Agreement

Pursuant to the Securities Purchase Agreement, the registrant agreed to sell and issue to the Investors an aggregate 26,666,667 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a purchase price of $0.15 per share and for an aggregate purchase price of $4 million.

The Securities Purchase Agreement includes customary representations and warranties by each party thereto.  In addition, the registrant agreed:

The Closing is expected to occur on or about September 23, 2014. Chardan Capital Markets, LLC is acting as placement agent in connection with the Closing.

The Registration Rights Agreement

Pursuant to the Registration Rights Agreement, the registrant agreed to file a registration statement with the SEC to register the Shares issued pursuant to the terms of the Securities Purchase Agreement (the “Registrable Securities”).

The registrant agrees to file the registration statement covering the Registrable Securities within 30 days of a request for registration by holders of a majority of the Registrable Securities and to have such registration statement declared effective within 90 days of its filing (or 120 days if the registration statement is subject to a full review by the SEC).  The registrant must maintain the effectiveness of the registration statement until the earlier of (a) the date as of which the Investors may sell all of their Registrable Securities covered by such registration statement without restriction or limitation pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1) or (ii) the date on which the Investors shall have sold all of their Registrable Securities covered by such registration statement.

If the registration statement is not timely filed or declared effective, the registrant will be subject to liquidated damages of 2% of the Investors’ aggregate purchase price on the date of the Company’s failure to comply with certain of its registration requirements and monthly thereafter until such failure is cured, up to 10%, and pro-rated for partial periods.

The Waiver and Amendment Agreement

Pursuant to the Waiver and Amendment Agreement, the Holders, all of whom hold warrants issued by the registrant (the “Warrants”) pursuant to that certain Securities Purchase Agreement dated as of April 15, 2014 entered into by and among the registrant and the Holders (the “April 2014 SPA”), agreed to: (a) waive their anti-dilution rights as set forth in the Warrants with respect to the issuances to the Investors and placement agents in this transaction; and (b) waive their participation rights as set forth in the Warrants as they relate only to this subsequent private placement transaction, including, without limitation, their right to notices solely with respect to issuances for this transaction. In addition, the registrant and the Holders agreed to amend the Warrants in order to: (a) reduce the exercise price per share of the Warrants to $0.50 per share, subject to adjustment as provided therein; and (b) provided that such Holder limits its sales in the Company’s Common Stock during the 10 Day Period (as defined below) to not more than 20% of the total number of shares of the Company’s Common Stock issuable to the Holder upon exercise of its Warrant (without regard to any limitation or restriction on the exercise thereof), provide for an exercise price reset for the Warrants on March 24, 2015 (the “Adjustment Date”), whereby the exercise price then in effect shall be adjusted to equal the lower of (i) the then effective exercise price of the Warrants, and (ii) seventy percent (70%) of the arithmetic average of the weighted average prices of the Common Stock for the ten (10) consecutive trading days immediately preceding the Adjustment Date (the "10- Day Period"), with such price rounded to the nearest $0.01 per share.

On September 19, 2014, the registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1, and the information in Exhibit 99.1 is incorporated herein by reference.  The information in this Item 8.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such a filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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