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Item 8.01.           Other Events.

 

On March 16, 2018, Empery Asset Master, Ltd., Empery Tax Efficient, LP and Empery Tax Efficient II, LP (together, “Empery”), and each a holder of certain of our warrants issued January 13, 2017 (the “January 2017 Warrants”), filed a complaint in the Supreme Court of the State of New York, (the “Empery Suit”), relating to the notice of adjustment of both the exercise price of, and the number of warrant shares issuable under, Empery’s January 2017 Warrants.  We were notified of the Empery Suit on April 26, 2018. The Empery Suit alleges that, as a result of certain circumstances of our offering of additional warrants, which closed on February 16, 2018, the January 2017 Warrants issued to Empery provide for adjustments to both the exercise price of the warrants and the number of warrant shares issuable upon such exercise.  Empery seeks money damages and declaratory relief under theories of breach of contract or contract reformation predicated on mutual mistake.  We intend to vigorously defend against the Empery Suit and believe that it is unlikely that the ultimate resolution of the matter will have a material adverse effect on our financial condition, results of operations or near-term liquidity.  However, we do expect to incur legal expenses as we pursue a vigorous defense against this claim.

 

Forward-Looking Statements

 

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this report that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, our expectations surrounding the potential effect the Empery Suit may have on our financial condition, results of operations or near-term liquidity. While we intend to vigorously defend against the Empery Suit, no assurance can be given as to such effects or as to the outcome of these or any other legal proceedings.

 

These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause the effects of the Empery Suit to be materially different from what we currently expect. This and other important factors discussed under the caption “Risk Factors” in our Registration Statement on Form S-1 filed with the Securities and Exchange Commission, or the SEC, on May 7, 2018, and our other reports filed with the SEC, could cause actual results to differ materially from those indicated by the forward-looking statements made in this report. Any such forward-looking statements represent management’s estimates as of the date of this report. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this report.

 

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