“Voting Agreements”) with us, pursuant to which he or she agreed to vote, at an annual or special meeting of stockholders, all shares of Common Stock that he or she holds in favor of the Stockholder Approvals. Pursuant to the Letter Agreement, we agreed to use best efforts to ensure that at least an aggregate of 850,000 shares of Common Stock remain subject to the Voting Agreements from the record date for such stockholder meeting until the Stockholder Approvals are obtained or the Voting Agreements are otherwise terminated.
The foregoing summaries of the Letter Agreement, the Penny Warrant, the Additional Warrant, the Second 2020 Note Amendment, the 2021 Note Amendment, the 2021 Warrant Amendment and the Voting Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the Letter Agreement, the form of Penny Warrant, the form of Additional Warrant, the Second 2020 Note Amendment, the 2021 Note Amendment, the 2021 Warrant Amendment and the form of Voting Agreement, which we filed as Exhibits 10.1, 4.1, 4.2, 4.3, 4.4, 4.5 and 10.2, respectively, to our Current Report on Form 8-K that we filed with the SEC on February 9, 2021, which are incorporated herein by reference.
As discussed in more detail under Proposal No. 6 below, we have entered into a non-binding term sheet with High Trail Capital LP (and funding entities) (“High Trail”) pursuant to which we expect to refinance the 2020 Note and the 2021 Note (the “Refinancing”). Pursuant to the Refinancing, we would issue (i) an 8% coupon senior secured promissory note in an aggregate principal amount of $110.0 million (the “Refinancing Note”) that will mature three years from the date of issuance, and (ii) a warrant to purchase shares of our Common Stock (the “Refinancing Warrant”) in exchange for the 2020 Note and 2021 Note, along with a cash payment to us of $57.7 million. The terms of the Refinancing Note will be substantially similar to the terms of the 2020 Note and the 2021 Note and the terms of the Refinancing Warrant will be substantially similar to the terms of the 2020 Warrant, the 2021 Warrant, the Penny Warrant and the Additional Warrant.
Reasons for Requesting Stockholder Approvals
Our Common Stock is listed on the Nasdaq Capital Market and, therefore, we are subject to the rules of The Nasdaq Stock Market LLC. Nasdaq Listing Rule 5635(d) requires us to obtain stockholder approval prior to the issuance of securities in connection with a transaction, other than a public offering, involving the sale, issuance or potential issuance by us of more than 19.99% of our outstanding shares of our Common Stock (or securities convertible into or exercisable for shares of our Common Stock) at a price less than the lower of (i) the closing price (as reflected on Nasdaq.com) immediately preceding the signing of the binding agreement, or (ii) the average closing price of the Common Stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of the binding agreement. Further, Nasdaq Listing Rule 5635(a) requires that an issuer obtain stockholder approval prior to the issuance of securities in connection with the acquisition of the stock or assets of another company if the number of shares of Common Stock to be issued is or will be equal to or in excess of 20% of the number of shares of Common Stock outstanding before the issuance of the stock or securities.
As described above, pursuant to the Letter Agreement, we agreed to seek the Stockholder Approvals at a stockholder meeting to be held no later than May 31, 2021 to issue shares of Common Stock in excess of the limitations imposed by the Nasdaq Rules pursuant to the 2020 Note, the 2021 Note, the 2021 Warrant, the Asset Purchase Agreement and the Additional Warrant.
Under the Nasdaq Rules, because we consummated the 2021 Private Placement in connection with the Asset Purchase, and because we consummated both the 2020 Private Placement and the 2021 Private Placement and entered into the Letter Agreement with High Trail SA and High Trail ON, an affiliate of High Trail SA, we cannot issue more than an aggregate of 4,386,240 shares of our Common Stock (which represented 19.99% of our outstanding shares of Common Stock immediately prior to the 2020 Private Placement) in connection with the 2020 Private Placement, the 2021 Private Placement, the Asset Purchase and the Letter Agreement, on a combined basis, unless our stockholders first approve the issuance of more than 4,386,240 shares of our Common Stock pursuant to the foregoing instruments and agreements. On February 2, 2021, we issued 1,387,759 shares of Common Stock in connection with the Asset Purchase, on February 2, 2021, we issued the 2021 Warrant, which is currently exercisable for 134,348 shares of our Common Stock, on February 9, 2021, we issued 980,000 shares of our Common Stock pursuant to High Trail SA’s exercise of the 2020 Warrant, and on February 9, 2021, we issued the Penny Warrant, which is currently exercisable for 1,884,133 shares of our