Quarterly report pursuant to Section 13 or 15(d)

11. SUBSEQUENT EVENTS

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11. SUBSEQUENT EVENTS
9 Months Ended
Jan. 31, 2014
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

The Company has performed an evaluation of subsequent events in accordance with ASC Topic 855, noting no additional subsequent events other than those noted below.

 

Subsequent to January 31, 2014, the Company issued 400,000 shares of Common Stock to consultants for services rendered to the Company.

 

Subsequent to January 31, 2014, fifteen investors converted a total of 15,550,200 Class A warrants for total cash proceeds of $1,140,345 and conversion of $25,920 of debt to an officer.

 

Subsequent to January 31, 2014, the Company received $1,100,000 from the sale of 11,000,000 shares of Common Stock.

 

On February 14, 2014, the Company entered into a $27,000,000 stock purchase agreement (“Stock Purchase Agreement”) and a registration rights agreement (“Registration Rights Agreement”) with Lincoln Park Capital pursuant to which the Company has the right to sell to Lincoln Park Capital up to $27,000,000 in shares of its Common Stock, subject to certain limitations.

 

Under the terms and subject to the conditions of the Purchase Agreement, Lincoln Park purchased 8,000,000 shares of Common Stock for $2,000,000 on the date of the Stock Purchase Agreement and is obligated to purchase up to $25,000,000 in additional shares of Common Stock (subject to certain limitations) the Company may sell from time to time over the 30-month period commencing on the date that a registration statement, which the Company must file with the Securities and Exchange Commission (“SEC”) pursuant to the Registration Rights Agreement, is declared effective by the SEC and a final and complete prospectus in connection therewith is filed. The Company may direct Lincoln Park Capital to purchase up to 1,000,000 shares of Common Stock (subject to increase in the event the trading price of the Common Stock exceeds certain established thresholds) and may require additional purchases in accordance with the Stock Purchase Agreement. The purchase price of shares of Common Stock related to the future funding will be based on the prevailing market prices of such shares at the time of sales, subject to a discount in certain circumstances. The Company controls the timing and amount of any sales of Common Stock to Lincoln Park Capital. As consideration for its commitment to purchase shares of Common Stock pursuant to the Stock Purchase Agreement, the Company agreed to issue to Lincoln Park 5,062,500 shares of Common Stock upon execution of the Stock Purchase Agreement and 5,062,500 shares of Common Stock which will only be issued to Lincoln Park pro rata to the extent it makes additional purchases against the $25,000,000 total, or in the event the registration statement filed pursuant to the Registration Rights Agreement is not declared effective within 270 days from the date of the Purchase Agreement. 

 

The Stock Purchase Agreement and the Registration Rights Agreement contain customary representations, warranties and agreements of the Company and Lincoln Park Capital and customary conditions to completing future sale transactions, indemnification rights and obligations of the parties. There is no upper limit on the price per share that Lincoln Park Capital could be obligated to pay for Common Stock under the Stock Purchase Agreement. The Company has the right to terminate the Stock Purchase Agreement at any time, at no monetary cost or penalty. Actual sales of shares of Common Stock to Lincoln Park Capital under the Stock Purchase Agreement will depend on a variety of factors to be determined by the Company from time to time, including (among others) market conditions, the trading price of the Common Stock and determinations by the Company as to the appropriate sources of funding for the Company and its operations.

 

As of March 17, 2014, the Company had a balance of approximately $4.0 million in its bank account as a result of numerous sales of Common Stock.