Item 1.01 Entry into a Material Definitive Agreement.
On
Pursuant to the Purchase Agreement, an aggregate of
Pursuant to the Purchase Agreement, the Company issued to the Investors in a
concurrent private placement pursuant to an exemption from the registration
requirements of the Securities Act provided in Section 4(a)(2) of the Securities
Act and/or Regulation D promulgated thereunder (the "Private Placement", and
together with the Registered Offering, the "Offering"), the remaining aggregate
of
The Purchase Agreement contains customary representations, warranties and agreements of the Company and the Investors and customary indemnification rights and obligations of the parties thereto. The Investors or their affiliates have previously invested in securities of the Company; the Company did not engage in general solicitation or advertising with regard to the issuance and sale of the Securities. The Investors represented that they are accredited investors and purchased the Securities for investment and not with a view to distribution.
In connection with the Purchase Agreement, the Company and its subsidiary
entered into a security agreement, dated as of
The foregoing description of the Purchase Agreement, the Security Agreement, the
IP Security Agreement, Subsidiary Guarantee, the Notes (including the Registered
Notes), and the Warrants are qualified in their entirety by reference to the
full text of such Purchase Agreement, Security Agreement, IP Security Agreement,
Subsidiary Guarantee, Notes and Warrants, the forms of which are attached as
Exhibits 10.1, 10.2, 10.3, 10.4, 4.1, 4.2 and 4.3, respectively, to this Current
Report on Form 8-K (this "Form 8-K"), and which are incorporated herein in their
entirety by reference. The Company is filing the opinion of its counsel,
This Form 8-K contains forward-looking statements. Forward-looking statements
include, but are not limited to, statements that express the Company's
intentions, beliefs, expectations, strategies, predictions or any other
statements related to the Company's future activities, or future events or
conditions. These statements are based on current expectations, estimates and
projections about the Company's business based, in part, on assumptions made by
its management. These statements are not guarantees of future performances and
involve risks, uncertainties and assumptions that are difficult to predict.
Therefore, actual outcomes and results may differ materially from what is
expressed or forecasted in the forward-looking statements due to numerous
factors, including those risks discussed in the Company's Annual Report on Form
10-K, and in other documents that the Company files from time to time with the
The prospectus supplement relating to the Registered Offering will be available
on the
Item 3.02 Unregistered Sales of
The applicable information set forth in Item 1.01 of this Form 8-K is incorporated by reference in this Item 3.02.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description Exhibit 4.1 Form of Unrestricted Senior Secured Convertible Promissory Note dueApril 16, 2021 . Exhibit 4.2 Form of Restricted Senior Secured Convertible Promissory Note dueApril 16, 2021 . Exhibit 4.3 Form of Common Stock Purchase Warrant. Exhibit 5.1 Opinion ofSullivan & Worcester LLP . Exhibit 10.1 Form of Securities Purchase Agreement, dated as ofApril 17, 2020 , by and between the Company and the Investors. Exhibit 10.2 Form of Security Agreement, datedApril 17, 2020 , by and among the Company, the Company's subsidiary and the Secured Parties. Exhibit 10.3 Form of IP Security Agreement, datedApril 17, 2020 , by the Company, in favor of the Agent and the Secured Parties. Exhibit 10.4 Form of Subsidiary Guarantee, datedApril 17, 2020 , made by the Company's subsidiary in favor of the Investors.
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