Item 1.01. Entry into a Material Definitive Agreement.
Securities Purchase Agreement
On
The Company received the aggregate net cash proceeds of
Until the sooner of the 12 month anniversary of the Issuance Date or the date the Note is converted or repaid in full, the Company is restricted, without the Investor's prior written consent, from (i) changing the nature of its business, (ii) selling, divesting, acquiring or changing the structure of any of its material assets other than in the ordinary course of business or (iii) partaking in certain variable rate transactions. The Purchase Agreement also contains representations and warranties, other covenants and conditions customary for transactions of this type.
The foregoing description of the Purchase Agreement does not purport to be a complete description of the rights and obligations of the parties thereto and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
The Note
The Note is scheduled to mature 12 months after the Issuance Date on
Pursuant to the terms of the Note, the Investor has the right, only following an
Event of Default (as defined in the Note), to convert all or any part of the
outstanding and unpaid principal and interest on such Investor's Note into
shares of Common Stock. The initial conversion price, following and during an
Event of Default, for the principal and interest of the Note will be
The foregoing description of the Note does not purport to be complete description of the rights and obligations of the parties thereto and is qualified in its entirety by reference to the full text of the Note, a copy of which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.
2 The Warrant
Under the Warrant, the Investor is entitled to purchase up to 416,667 shares
Common Stock, subject to adjustment as described therein and based on the
exercise price for the Warrant then in effect. The Warrant has an initial
exercise price of
The foregoing description of the Warrant does not purport to be complete description of the rights and obligations of the parties thereto and is qualified in its entirety by reference to the full text of the Warrant, a copy of which is attached hereto as Exhibit 4.2 and is 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.
To the extent required by this Item 2.03, the disclosure set forth in Item 1.01 above is incorporated herein by reference.
Item 3.02. Unregistered Sales of
To the extent required by this Item 3.02, the disclosure set forth in Item 1.01 above is incorporated herein by reference. The issuances and sale of securities in the Issuance will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder.
Following the issuance of shares of Common Stock in the Issuance, the Company has 47,586,537 shares of Common Stock issued and outstanding.
Item 3.03. Material Modification to Rights of Security Holders.
To the extent required by this Item 3.03, the disclosure set forth in Item 1.01 above is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 4.1 Promissory Note, in the principal amount of$500,000 , issued as ofMay 4, 2022 . 4.2 Common Stock Purchase Warrant, dated as ofMay 4, 2022 . 10.1* Securities Purchase Agreement, dated as ofMay 4, 2022 . 104.1 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Schedules, exhibits, and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K.The Company hereby undertakes to furnish copies of such omitted materials supplementally upon request by theU.S. Securities and Exchange Commission . 3
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