On May 14, 2019, the Company commenced the June 2019 Tender Offer, offering the holders of such warrants the opportunity to amend and exercise their warrants at the lower of the warrant exercise price or $0.40 per share in exchange for which the Company would issue participating holders an additional 50% of the number of shares issuable upon exercise of their original warrants. The terms and conditions of the June 2019 Tender Offer were included in the Company’s Schedule TO-I filed with the SEC on May 14, 2019. The June 2019 Tender Offer closed on June 12, 2019 with net proceeds of approximately $8.3 million after the payment of placement agent fees of approximately $0.8 million.

From June 3, 2019 to July 26, 2019, the Company received four redemption notices from the holder of the Company’s convertible note, requesting redemptions in the aggregate amount of $ of the outstanding balance thereof. In satisfaction of the redemption notices, the Company issued shares of Common Stock to the note holder in accordance with the terms of the convertible note. Following the redemptions, the outstanding balance of the convertible note, including accrued but unpaid interest, was approximately $ million.

In connection with the Company’s warrant tender offer (the “June 2019 Tender Offer”) which closed on June 12, 2019, Dr. Scott A. Kelly validly tendered warrants beneficially owned by him, covering an aggregate of 50,000 shares of common stock, and received 25,000 additional shares of common stock. Additionally, two entities affiliated with Carl C. Dockery, a director of the Company, validly tendered warrants beneficially owned by him, covering an aggregate of 1,425,000 shares of common stock, and received 712,500 additional shares. Dr. Kelly and Mr. Dockery are members of the Company’s board of directors and participated on terms identical to those applicable to other participating warrant holders.

On June 11, 2019, the Compensation Committee of the board of directors approved a stock option award to an employee covering 75,000 shares of common stock with an exercise price of $0.43 per share. The option vests ratably over three years with a 10-year term.

On June 16, 2019, the Compensation Committee of the board of directors approved a stock option award to two employees covering 25,000 shares of common stock to each employee with an exercise price of $0.44 per share. Each option vests ratably over three years with a 10-year term.

On June 18, 2019, the board of directors approved a stock option award to an employee covering 100,000 shares of common stock with an exercise price of $0.52 per share. The option vests ratably over three years with a 10-year term.

On June 18, 2019, the board of directors approved the recommendation from the Compensation Committee to maintain the current non-employee director compensation plan for the 2020 fiscal year without modification. Accordingly, the board of directors approved an annual stock option award covering 100,000 shares of common stock for each of the six non-employee directors with an exercise price of $0.52 per share. Each option vests in four equal quarterly installments over one year with a 10-year term. In addition, the board of directors approved a stock option award to an employee covering 50,000 shares of common stock with an exercise price of $0.90 per share. The option was fully vested upon grant date with a 10-year term.

On June 24, 2019, the Company commenced the July 2019 Tender Offer, offering the holders of such warrants the opportunity to amend and exercise their original warrants upon identical terms as the June 2019 Tender Offer. The terms and conditions of the July 2019 Tender Offer were included in the Company’s Schedule TO-I filed with the SEC on June 24, 2019, as amended. The July 2019 Tender Offer closed on July 31, 2019 with net proceeds of approximately $ million after the payment of placement agent fees of approximately $.

 

On July 15, 2019, the Company entered into a Consulting Agreement with Scott A. Kelly, M.D., who is currently Chairman of the Board of Directors. The agreement names Dr. Kelly to the non-executive position of Chief Science Officer, with compensation of $20,000 in cash per month payable in arrears and the grant of a stock option to be determined by the Board of Directors, which are in addition to any fees that Dr. Kelly currently earns as a director. The Company expects to evaluate the term of the agreement on a month-to month basis.

On July 15, 2019, the Company entered into a Consulting Agreement with David F. Welch, Ph.D. who is currently a member of the Board of Directors. The agreement names Dr. Welch to the non-executive position of Strategy Advisor, with compensation of $20,000 in cash per month payable in arrears and the grant of a stock option to be determined by the Board of Directors, which are in addition to any fees that Dr. Welch currently earns as a director. The Company expects to evaluate the term of the agreement on a month-to month basis.

On July 25, 2019, the board of directors of the Company terminated the employment of Dr. Richard G. Pestell, the Company’s Chief Medical Officer, for cause pursuant to the terms of his employment agreement with the Company and effective immediately. Pursuant to the terms of his employment agreement, upon such termination, Dr. Pestell resigned from his position as a director of the Company. Dr. Pestell was not a member of any board committees. As of the date of this filing, the Company does not believe the carrying value of certain intangible assets acquired in the asset acquisition with ProstaGene, LLC are impaired, including an assessment of the fair value of the non-compete agreement with Dr. Pestell, which effectiveness survives one year following the termination of his employment for any reason.

In connection with the Company’s warrant tender offer, which closed on July 31, 2019, Dr. David F. Welch tendered Original Warrants beneficially owned by him, covering an aggregate of 1,000,000 shares of Common Stock, and received 500,000 Additional Shares. Dr. Welch is a member of the Company’s board of directors and participated on terms identical to those applicable to other holders of Original Warrants.

On August 12, 2019, Gregory A. Gould submitted his resignation from the board of directors effective immediately.