Item 1.01. Entry into a Material Definitive Agreement.
Private Placement
On
In connection with the Private Placement, the Company agreed to file a
registration statement with the
The Warrants are exercisable beginning on the date of issuance and will expire on the fifth anniversary of such date. Prior to expiration, subject to the terms and conditions set forth in the Warrants, the holders of such Warrants may exercise the Warrants for Warrant Shares by providing notice to the Company and paying the exercise price per share for each share so exercised or by utilizing the "cashless exercise" feature contained in each Warrant.
The Company expects to use the net proceeds from the Private Placement to pursue a proposed Nasdaq uplisting, accelerate research and development efforts, potentially advance a second commercial product launch in 2021, pending regulatory clearance, and other general corporate purposes. The Company has granted the Purchasers indemnification rights with respect to its representations, warranties and agreements under the Purchase Agreement. The foregoing summary description of the Warrants and Purchase Agreement do not purport to be complete and is qualified in its entirety by reference to the forms of Warrant and Purchase Agreement, which are attached as Exhibits 4.1 and 10.1 hereto, respectively, and incorporated herein by reference.
This Current Report on Form 8-K, Exhibits 99.1 and 99.2 hereto contain
forward-looking statements within the meaning of the federal securities laws.
These forward-looking statements are based on current expectations and are not
guarantees of future performance. Further, the forward-looking statements are
subject to the limitations listed in Exhibits 99.1 and 99.2 and in the other
reports of the Company filed with the
Item 3.02. Unregistered Sales of
As described more fully in Item 1.01 above, which description is hereby
incorporated by reference into this Item 3.02, the Company issued shares of its
Common Stock and Warrants to the Purchasers, all of whom are accredited
investors, in reliance on the exemption from registration provided by Section
4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and
Rule 506 of Regulation D promulgated thereunder. The Company will rely on this
exemption from registration based in part on representations made by the
Purchasers. The shares of Common Stock, Warrants, and Warrant Shares have not
been registered under the Securities Act or applicable state securities laws and
may not be offered or sold in
Item 8.01 Other Events.
On
Item 9.01. Financial Statements and Exhibits. (d) Exhibits. 4.1 Form of Warrant. 10.1* Form of Purchase Agreement. 99.1 Press Release datedJanuary 12, 2021 . 99.2 Press Release datedJanuary 15, 2021 .
* Schedules and exhibits to this agreement have been omitted pursuant to Item
601(a)(5) of Regulation S-K.
schedules or exhibits upon the request of the Securities and Exchange
Commission. A list of the omitted schedules and exhibits to this agreement is
as follows: Exhibit A: Schedule of Purchasers; Exhibit B: Form of Warrant;
Exhibit C: Selling Stockholder Questionnaire; and Exhibit D: Form of Lock-Up.
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