Item 1.01. Entry into a Material Definitive Agreement.
On
Pursuant to the Letter Agreements, the New Warrants shall be substantially in the form of the Existing Warrants (except for customary legends and other language typical for an unregistered warrant, including the ability for the holder of the New Warrant to make a cashless exercise if no resale registration statement covering the common stock underlying the New Warrants is effective after six months), will be exercisable immediately, and will have a term of exercise of five years, and the Company will be required to register for resale the shares of common stock underlying the New Warrants.
The gross proceeds to the Company from the Exercise are expected to be
approximately
The foregoing descriptions of the Letter Agreements and the New Warrants are not complete and are qualified in their entirety by reference to the full text of the form of Letter Agreement and the form of the New Warrant, copies of which are attached as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
Item 3.02. Unregistered Sales of
The information in Item 1.01 above is incorporated herein by reference. The New
Warrants described in Item 1.01 above will be issued in a private placement in
reliance on the exemption from registration provided by Section 4(a)(2) of the
Securities Act and Rule 506 of Regulation D promulgated thereunder and, along
with the shares of common stock issuable upon the exercise thereof, have not
been registered under the Securities Act, and may not be offered or sold in
This report shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 4.1 Form of New Warrant 10.1 Form of Letter Agreement 2
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