ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT.
On
The Convertible Note matures 24 months after issuance, bears interest at a rate
of 4% per annum and is convertible into shares of the Company's common stock
(the "Conversion Shares") at an initial conversion price of
The Warrants are exercisable at an initial exercise price of
In addition to the forgoing, until such time as there are no Convertible Notes outstanding, if the Company proposes to offer and sell any securities of the Company in a subsequent financing, the Lead Investor may elect to surrender its Convertible Notes and Warrants for securities of the same type offered in such subsequent financing on the same terms and conditions as that subsequent financing. Subject to stated exceptions described in the Purchase Agreement, without the prior consent of the Lead Investor, the Company is prohibited from incurring any debt, filing registration statements, entering into any variable rate transactions while the Convertible Notes are outstanding, and until the earlier of 12 months after the date of the Purchase Agreement or the Convertible Notes are no longer outstanding.
The Convertible Notes and Warrants may not be converted or exercised by the holder if, after give effect to such conversion or exercise, the holder would beneficially own greater than 4.99% of the Company's outstanding common stock, provided that the holder may, on not less than 61 days prior written notice to the Company, increase the limitation to 9.99% of the Company's outstanding common stock.
In connection with the Offering, the Company also entered into a registration
rights agreement (the "Registration Agreement") with the Lead Investor, pursuant
to which the Company has agreed to file a registration statement (a
"Registration Statement") with the
The Offering was completed pursuant to the exemptions from registration provided
by Rule 506(b) of Regulation D of the Securities Act of 1933, as amended (the
"Securities Act"), on the basis that the investor is an "accredited investor" as
defined in Rule 501 of Regulation D. The offer and sale of the Convertible
Notes, Conversion Shares, Warrants and Warrant Shares have not been registered
under the Securities Act and may not be offered or sold in
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The above description of the terms and conditions of the Purchase Agreement, Convertible Notes, Warrants, Security Agreement and Registration Agreement does not purport to be complete, and is qualified in its entirety by reference to the full text of such agreements and instruments, copies of which are attached as exhibits to this Current Report on Form 8-K and is incorporated by reference herein.
Amendment to
Concurrent with the entry into the Purchase Agreement and the issuance by the
Company of the Convertible Note and the Warrants, the Company entered into an
amendment agreement with the Lead Investor (the "Amendment Agreement") to that
Securities Purchase Agreement dated
The above description of the terms and conditions of the Amendment Agreement does not purport to be complete, and is qualified in its entirety by reference to the full text of such agreement, copies of which are attached as exhibits to this Current Report on Form 8-K and is incorporated by reference herein.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03 in its entirety.
ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES.
The information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02 in its entirety.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
The following exhibits are provided with this Current Report:
Exhibit Number Description of Exhibit 4.1 Form of Original Issue Discount Senior Convertible Promissory Note. 4.2 Form of Common Stock Purchase Warrant. 10.1 Securities Purchase Agreement datedFebruary 15 , 2022*(1) 10.2 Registration Rights Agreement datedFebruary 15, 2022 (1) 10.3 Security Agreement datedFebruary 15, 2022 (1) 10.4 Amendment Agreement datedOctober 27, 2022 10.5 Securities Purchase Agreement datedOctober 27, 2022 * 10.6 Registration Rights Agreement datedOctober 27, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Certain information in these exhibits has been omitted because it is both not material and the type of information that the registrant treats as private or confidential.
(1) Filed as an exhibit to the Company's Current Report on Form 8-K filed on
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