Item 8.01. Other Events.
On
On
The note has a face amount of
On the closing date of the second note, the Company issued the Investor a total
of 14,206 commitment shares as additional consideration for the purchase of the
note (the "Second Closing Commitment Shares") and an
additional 80,000 restricted shares of common stock as returnable shares (the
"Second Closing Returnable Shares"). The shares shall be returned to the Company
by the Investor if no event of default occurs under the note that has not been
cured within any applicable cure period. In addition, on the closing date of the
second note, the Company issued the Investor warrants to purchase 150,000 shares
of common stock at an exercise price of
Any time following an Event of Default, that has not been properly cured, the
Investor shall have the right to convert the note into common stock of the
Company. The conversion price shall be fixed at
Additionally, the Company and its wholly-owned subsidiary,
The information contained in this Item 8.01 of this Current Report on Form 8-K shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, and shall not be or be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Cautionary Note Regarding Forward-Looking Information
This Current Report on Form 8-K contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, that are based on management's beliefs and assumptions, as well as information currently available to management. Statements other than those of historical fact, as well as those identified by the words "anticipate," "estimate," "intend," "plan," "expect," "believe," "may," "will," "should," "would," "could," "continue," "forecast," and any variation of the foregoing and similar expressions are forward-looking statements. Although the Company believes that the expectations reflected in any such forward-looking statements are reasonable, the Company can give no assurance that such expectations will prove to be correct. Any such statements are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, the Company's actual financial results, performance or financial condition may vary materially from those anticipated, estimated or expected. Therefore, you should not rely on any of these forward-looking statements. The Company does not undertake any obligation to update any forward-looking statements it makes, except as required by law.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Company Presentation posted on Company website. 104 Cover Page Interactive Data File (embedded within the Inline XBRL Document) 3
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