Item 1.01 Entry into a Material Definitive Agreement.
On
Pursuant to the Engagement Agreement, in consideration for Spencer Clarke
providing the Services, (a) upon execution of the Engagement Agreement, the
Company issued Spencer Clarke warrants to purchase 310,715 shares of the
Company's common stock, par value
The Initial Warrants are exercisable for a term of five years from the date of
issuance. The Initial Warrants have an exercise price of
In addition to the issuances of the Warrants, in consideration for the Services
rendered by Spencer Clarke, the Company agreed to pay Spencer Clarke additional
fees of at least
The term of the Engagement Agreement (the "Term") is six (6) months, which Term will automatically extend for additional three-month periods, unless Spencer Clarke is given written notice of termination by the Company at least seven days prior to any extension period. Notwithstanding the foregoing, the Engagement Agreement may be terminated: (a) upon immediate written notice by Spencer Clarke, if in the course of performing due diligence it deems it necessary to terminate its engagement, or (b) by the Company, at any time upon Spencer Clarke's fraud, illegal or willful misconduct, or gross negligence.
The Company agreed that if, within twelve months after the date the Engagement Agreement is terminated, the Company completes any Transaction with any of the prospects or investors introduced to the Company by Spencer Clarke during the Term then, upon the closing of such Transaction, the Company will pay Spencer Clarke the compensation set forth in the Engagement Agreement.
The Company also agreed to indemnify Spencer Clarke against any claims arising out of, or in connection with, Spencer Clarke's provision of the Services.
The foregoing descriptions of the Engagement Agreement and Initial Warrants are qualified in their entirety by reference to the full text of the Engagement Agreement and Initial Warrants, copies of which are attached hereto as Exhibit 10.1 and 4.1, respectively, each of which is incorporated herein in its entirety by reference.
Item 3.02 Unregistered Sale of
Reference is made to the disclosure set forth under Item 1.01 above, which disclosure is incorporated herein by reference.
The issuance of the Initial Warrants and, upon exercise of the Initial Warrants, the issuance of the shares underlying the Initial Warrants, are exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), as transactions by an issuer not involving any public offering.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description 4.1 Common Stock Purchase Warrant, datedNovember 14, 2022 10.1 Engagement Agreement, datedNovember 14, 2022 , betweenGlobal Diversified Marketing Inc. andSpencer Clarke, LLC 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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