Item 1.01 Entry into a Material Definitive Agreement.
On
? Series X Warrant, the lower of$0.02 and 120% of the closing price on the date of exercise; ? Series Y Warrant, the lower of$0.05 and 150% of the closing price on the date of exercise; and ? Series Z Warrant, the lower of$0.06 and 200% of the closing price on the date of exercise.
Upon the occurrence of an event of default under the Note, the Investor has the right to be prepaid at 110% of the outstanding principal balance and accrued interest, and interest accrues at 12% per annum. The Note and Warrants contain conversion limitations providing that a holder thereof may not convert the Note or exercise the Warrants to the extent (but only to the extent) that, if after giving effect to such conversion, the holder or any of its affiliates would beneficially own in excess of 4.99% of the outstanding shares of the Company's common stock immediately after giving effect to such conversion or exercise. A holder may increase or decrease its beneficial ownership limitation upon notice to the Company provided that in no event such limitation exceeds 9.99%, and that any increase shall not be effective until the 61st day after such notice.
The Note and Warrants were sold pursuant to an exemption from the registration
requirements under Section 4(a)(2) of the Securities Act of 1933 (the
"Securities Act"), and Rule 506 of Regulation D promulgated thereunder. The
Investor is an accredited investor which has purchased the securities as an
investment in a private placement that did not involve a general solicitation.
The shares to be issued upon conversion of the Notes and the exercise of the
Warrants have not been registered under the Securities Act and may not be
offered or sold in
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Note, Warrant and SPA, attached hereto as Exhibits 4.1, 4.2 and 10.1, respectively, each of which are incorporated herein by reference.
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 Sales of
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 8.01. Other Events.
On
The foregoing information is a summary of the LOI and is not complete, and is qualified in its entirety by reference to the full text of the LOI which is attached hereto as Exhibit 99.1. Readers should review the LOI for a complete understanding of the terms and conditions contemplated in this proposed transaction.
On
The information in Item 8.01 of this report, including the information in the LOI and press release attached as Exhibits 99.1 and 99.2, respectively, to this report, is furnished pursuant to Item 8.01 of Form 8-K and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. Furthermore, the information in Item 8.01 of this report, including the information in the LOI and press release attached as Exhibits 99.1 and 99.2, respectively, to this report, shall not be deemed to be incorporated by reference in the filings of the registrant under the Securities Act.
Item 9.01 Financial Statements and Exhibits
Exhibit Number Description 4.1 Secured Convertible Promissory Note, datedSeptember 12, 2022 4.2 Common Stock Purchase Warrant datedSeptember 12, 2022 10.1 Securities Purchase Agreement, datedSeptember 12, 2022 99.1 Non-Binding Letter of Intent withBit5ive LLC 99.2 Press Release - Non-Binding Letter of Intent withBit5ive LLC 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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