SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 24, 2020 (February 19, 2020)
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of Incorporation)
1351 Holiday Square Blvd. Covington, LA
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (985) 335-1500
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.02 Unregistered Sales of Equity Securities.
As previously disclosed, the Company executed a new second lien term loan facility and the Fourth Global Amendment and Restatement Agreement in November 2019. In connection with these financing negotiations, Thermo agreed to convert the Company’s obligations under its existing 2009 Thermo loan agreement, as amended (the “Old Thermo Loan Agreement”), in early 2020. On February 19, 2020, the outstanding principal balance due under the Old Thermo Loan Agreement of $137,366,070 was converted into the Company’s voting common stock, par value $0.0001 per share (the “Common Stock”) at a conversion price of $0.68635 per share. Thermo received a total of 200,139,972 shares of Common Stock upon conversion.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
/s/ David B. Kagan
David B. Kagan
Chief Executive Officer
Date: February 24, 2019