Item
8.01.
Other
Events.
Automatic
Conversion of Convertible Notes
As
a
result of the Special Meeting and the approval by the stockholders of the
increase in the Company’s authorized shares of common stock, the convertible
notes (the “Convertible Notes”) that were issued as part of the private
placement, which is more fully described in the Current Reports on Form 8-K
filed with the SEC on December 27, 2006, January 8, 2007 and January 25, 2007
(the “Private Placement”), automatically converted into an aggregate of
6,996,342 shares of common stock. The Convertible Notes automatically converted
pursuant to Section 3(c)(v) of the Convertible Note, the form of which was
filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC
on January 8, 2007. On April 2, 2007, the Company began mailing a Notice of
Automatic Conversion of the Convertible Notes (“Notice of Conversion”) to each
Convertible Note holder along with a common stock certificate representing
the
conversion shares.
Following
the conversion of the Convertible Notes and the issuance of the underlying
shares of common stock, the Company will have a total of 102,041,432 shares
of
common stock issued and outstanding.
Warrants
and Options
In
conjunction with the Private Placement and as further described in the Current
Report on Form 8-K filed with the SEC on December 18, 2007, in December 2007
certain holders of then outstanding warrants to purchase shares of the Company’s
common stock and the holders of outstanding options to purchase shares of the
Company’s common stock, waived their ability to exercise their respective
warrants or options until the Company’s authorized shares of common stock were
increased. The form of agreement pursuant to which the foregoing warrant and
option holders waived their ability to exercise their warrants or options,
as
applicable, were filed as Exhibits 10.1 and 10.2, respectively, to the Current
Report on Form 8-K filed with the SEC on December 18, 2007.
Additionally,
the warrants to purchase shares of the Company’s common stock issued as part of
and in conjunction with the Private Placement, as more fully described in the
Current Reports on Form 8-K filed with the SEC on December 27, 2006, January
8,
2007 and January 25, 2007, became exercisable upon the approval of the
stockholders of the increase in the Company’s authorized shares at the Special
Meeting and upon the filing of the Amended and Restated Articles with the
Secretary of State of the State of Nevada. Following the Special Meeting and
the
filing of the Amended and Restated Articles, there are warrants to purchase,
in
the aggregate, 75,710,550 shares of the Company’s common stock that are
currently exercisable. In addition, there are options to purchase, in the
aggregate, 6,335,000 shares of the Company’s common stock that are now
exercisable or may become exercisable subject to their respective vesting
terms.
