Item 1.01 Entry into a Material Definitive Agreement.
The information set forth under Item 2.03 below is incorporated by reference into this Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
As previously reported,
On
The foregoing description of the First Amendment to Convertible Promissory Note does not purport to be complete. Such description is only a summary and is qualified in its entirety by reference to the full text of the First Amendment to Convertible Promissory Note, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated into this Item 2.03 in its entirety.
ERBA Mannheim beneficially owns, directly or indirectly, approximately 83.3% of the outstanding shares of the Company's common stock.
Item 8.01 Other Events.
The Company has had diminishing operating revenue as well as limited cash and cash equivalents and has been incurring operating losses. In connection with the foregoing, the Company is undergoing a reduction in force aimed at cutting costs and attempting to address operational challenges. Consequently, as part of its reduction in force, the Company has reduced its headcount by approximately 12 employees. The Company understands how hard these changes are for the employees concerned and is committed to helping them through this difficult time.
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Safe Harbor Statement
Except for the historical matters contained herein, statements in this Current
Report on Form 8-K are forward-looking and are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements may be preceded by, followed by or otherwise include
the words "may," "will," "believes," "expects," "anticipates," "intends,"
"plans," "estimates," "projects," "could," "would," "should," or similar
expressions or statements that certain events or conditions may occur. These
forward-looking statements are based largely on the Company's expectations and
the beliefs and assumptions of the Company's management and on the information
currently available to it and are subject to a number of risks and
uncertainties, including, but not limited to, the risks and uncertainties that:
the Company may not be able to generate positive cash flow or otherwise improve
its liquidity, whether from existing operations, strategic initiatives or
possible future sources of liquidity, including, without limitation, from the
loan from ERBA Mannheim, issuing debt or equity securities, incurring
indebtedness, curtailing or reducing the Company's operations or selling the
Company's assets or properties; the Company may not have adequate cash resources
to fund its operations or liquidity needs for the reasonably foreseeable future;
the Company may not be able to achieve or sustain profitability from its
operations or otherwise secure funds to provide the basis for long-term
liquidity; if existing cash and cash equivalents and amounts available under the
Company's loan from ERBA Mannheim are insufficient to finance operations, then
the Company may be required to curtail or reduce some or all of its operations
or sell some or all of its assets or properties; the Company may not be able to
cut costs and address operational challenges in the time frame anticipated, or
at all; and other risks and uncertainties that may cause results to differ
materially from those set forth in the forward-looking statements. See also the
section entitled "Risk Factors" in the Company's Annual Report on Form 10-K for
the year ended
Item 9.01 Financial Statements and Exhibits.
(d) Exhibit 10.1 - First Amendment to Convertible Promissory Note, dated
November 7, 2019
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