Item 1.01. Entry into Material Definitive Agreement
On
Pursuant to the terms of the Purchase Agreement, Titan has agreed to certain restrictions on future stock offerings, including that during the 45-day period following the closing, the Company will not issue (or enter into any agreement to issue) any shares of Common Stock or Common Stock equivalents, subject to certain exceptions, and will not file any registration statements.
In a concurrent private placement, the Company is also selling to the Purchasers
warrants to purchase an aggregate of 2,725,000 shares of Common Stock at an
exercise price of
The Warrants and the Warrant Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and are instead being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder. The Company has agreed to file a registration statement on Form S-1 to register the resale of the Warrant Shares within 30 days of the date of the Purchase Agreement and to use its commercially reasonable efforts to obtain effectiveness of such registration statement within 181 days following the closing of the offering.
The Purchasers are "accredited investors" as defined under the Securities Act. The Purchasers, either alone or together with their respective representatives, have enough knowledge and experience to be considered sophisticated investors, have access to the type of information normally provided in a prospectus for a registered securities offering, and have agreed not to resell or distribute the Warrants or the Warrant Shares to the public except pursuant to an effective registration statement under the Securities Act or an exemption thereto.
The foregoing summaries of the offering, the securities to be issued in connection therewith, the Purchase Agreement, the Placement Agency Agreement and the Warrants do not purport to be complete and are qualified in their entirety by reference to the definitive transaction documents. Copies of the form of Purchase Agreement, the Placement Agency Agreement and the form of Warrant are attached hereto as Exhibits 10.1, 10.2 and 4.1, respectively, and are incorporated herein by reference.
Item 3.02. Unregistered Sales of
Please see the disclosure regarding the Warrants and the Warrant Shares set forth under Item 1.01, which is incorporated by reference into this Item 3.02.
Item 8.01. Other Events
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is filed herewith:
Exhibit Number Description 4.1 Form of Warrant 5.1 Opinion ofLoeb & Loeb LLP 10.1 Form of Securities Purchase Agreement 10.2 Placement Agency Agreement 23.1 Consent ofLoeb & Loeb LLP (included in Exhibit 5.1) 99.1 Press Release
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