Item 1.01 Entry into a Material Definitive Agreement
On
Pursuant to the terms of the Purchase Agreement and subject to certain
exceptions, the Company agreed not to issue, enter into any agreement to issue
or announce the issuance or proposed issuance of any shares of Common Stock or
Common Stock equivalents or file any registration statement or any amendment or
supplement, other than the prospectus supplement, registration statement or
amendment to the registration statement relating to the securities contemplated
in the Purchase Agreement until 90 days after the closing date. Each Purchaser
who also participated in the offering closed on
A.G.P./
The Shares are being offered and sold by the Company pursuant to an effective
shelf registration statement on Form S-3 previously filed with the
The Company has agreed to indemnify each of the Purchasers against certain losses resulting from its breach of any representations, warranties or covenants under agreements with the Purchasers, as well as under certain other circumstances described in the Purchase Agreement.
The representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement. In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the Purchase Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by shareholders of, or other investors in, the Company. Accordingly, the form of Purchase Agreement is filed with this report only to provide investors with information regarding the terms of transaction, and not to provide investors with any other factual information regarding the Company. Shareholders should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.
The form of Purchase Agreement and form of Placement Agent Agreement are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K. The foregoing summary of the terms of the Purchase Agreement and Placement Agent Agreement is subject to, and qualified in its entirety by form of Purchase Agreement and form of Placement Agent Agreement, which are incorporated herein by reference.
1 Item 8.01 Other Events
On
Item 9.01 Financial Statements and Exhibits
(d) Exhibits 10.1 Form of Securities Purchase Agreement 10.2 Form of Placement Agent Agreement 99.1 Press Release 2
© Edgar Online, source