Item 1.01. Entry into a Material Definitive Agreement.
Securities Purchase Agreement
On
The Warrants are exercisable for a term of five-years from the date of issuance,
at an exercise price of
As further described in Item 3.03, the shares of Series E Preferred Stock have a
stated value of
The representations and warranties contained in the Purchase Agreement were made by the parties to, and solely for the benefit of, the other in the context of all of the terms and conditions of the Purchase Agreement and in the context of the specific relationship between the parties. The provisions of the Purchase Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to the Purchase Agreement. The Purchase Agreement is not intended for investors and the public to obtain factual information about the current state of affairs of the parties.
In connection with the Purchase Agreement, the Company and the Investors entered
into a Registration Rights Agreement (the "RRA") pursuant to which the Company
shall use its best efforts to file with the
The closing of the financing occurred on
Item 1.01 of this Current Report on Form 8-K contains only a brief description of the material terms of the Purchase Agreement, the Warrants, the RRA, and the PA Warrants, and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such description is qualified in its entirety by reference to the full text of the Purchase Agreement, the Warrants, the RRA, and the PA Warrants, the forms of which are attached as Exhibits 10.1, 10.2, 10.3, and 10.4, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.
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Item 3.02 Unregistered Sales of
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
The Series E Preferred Stock, the Common Stock underlying the Warrants, and the Common Stock underlying the PA Warrants, were not registered under the Securities Act, but qualified for exemption under Section 4(a)(2) and Rule 506 promulgated thereunder. The Company is relying on this exemption from registration for private placements based in part on the representations made by Investors, including representations with respect to each Investor's status as an accredited investor, as such term is defined in Rule 501(a) of the Securities Act, and each Investor's investment intent.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 1.01 and Item 3.02 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
On
The shares of Series E Preferred Stock have a stated value of
The holders of Series E Preferred Stock shall be paid pari passu with the holders of Common Stock with respect to payment of dividends and rights upon liquidation and shall have no voting rights. In addition, as further described in the Series E Designation, as long as any of the shares of Series E Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of Series E Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series E Preferred Stock or alter or amend this Series E Designation, (b) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of the Series E Preferred Stock, (c) increase the number of authorized shares of Series E Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing.
Each share of Series E Preferred Stock shall be convertible, at any time and from time to time at the option of the holder of such shares, into that number of shares of Common Stock determined by dividing the Series E Stated Value by the Conversion Price, subject to certain beneficial ownership limitations.
The foregoing description of the Series E Designation does not purport to be complete and is subject to, and qualified in its entirety by, the Series E Designation, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in Item 1.01, Item 3.02, and Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
Item 8.01. Other Events.
On
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 3.1 Certificate of Designations of the Series E Convertible Preferred Stock 10.1 Form Securities Purchase Agreement 10.2 Form Common Stock Purchase Warrant 10.3 Form Registration Rights Agreement 10.4 Form PA Warrant 99.1 Press Release, datedDecember 30, 2020 99.2 Press Release, datedJanuary 4, 2021 3
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