Annual report pursuant to section 13 and 15(d)

24. Subsequent Events

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24. Subsequent Events
12 Months Ended
Dec. 31, 2012
Subsequent Events [Abstract]  
24. Subsequent Events

On February 15, 2013, the Company held its 2012 Annual Meeting of Stockholders (the “Annual Meeting”) at which, among other things, the Company’s stockholders approved an amendment to the Fusion’s Certificate of Incorporation to increase the number of shares of common stock that the Company is authorized to issue from 300,000,000 to 550,000,000. The amendment was filed with the Secretary of State of Delaware on February 21, 2013. Upon such filing, the Share Authorization Date was fixed, the Series B-1 Preferred Stock became convertible in accordance with its terms and the Fixed Warrants became exercisable.

 

Also at the Annual Meeting, stockholders ratified an amendment to the Company’s 2009 Stock Option Plan which increased the number of shares reserved under the plan from 7,000,000 to 16,500,000.

 

On March 12, 2013, a landlord over premises leased by the Company commenced a proceeding in the New York City Civil Court, County of New York (Index No. 58738/13), in which the landlord is seeking to recover certain unpaid rent and related charges due under a lease agreement between the landlord and the Company, and, as a result thereof, to evict the Company from the premises. The Company has yet to formally file a response to the petition and has until April 3, 2013 to do so. Due to the uncertainties of litigation and other unknown factors, it is not possible to evaluate the likelihood of any unfavorable outcome or estimate a range of potential loss with respect to this proceeding. 

 

On March 28, 2013, the Company entered into subscription agreements with 13 accredited investors, under which the Company issued an aggregate of 11,024,351 shares of common stock and five-year warrants to purchase 5,512,176 shares of the Company’s common stock for aggregate consideration of $0.9 million. The warrants are exercisable at 125% of the volume-weighted average price of the Company’s common stock for the 10 trading days prior to closing.

 

Also on March 28, 2013, Marvin Rosen converted $125,000 of the New Rosen Note into 1,574,308 shares of common stock and received warrants to purchase 787,154 shares of the Company’s common stock. The warrants are exercisable at 125% of the volume-weighted average price of the Company’s common stock for the 10 trading days prior to closing. In connection with this conversion, the Company will recognize a loss on the extinguishment of debt of approximately $61,000.