Item 1.01. Entry into a Material Definitive Agreement.
PIPE Transaction
On
The Warrants have a thirty month term, are initially exercisable at
The Purchase Agreement obligates the Company to indemnify each Purchaser and certain related parties for certain losses, including those resulting from a breach of any of the representations, warranties, covenants or agreements made by the Company in the Purchase Agreement. The Purchase Agreement also provides that until the nine (9) month anniversary of the Closing Date (as defined in the Purchase Agreement), each Purchaser will be offered the right to participate in certain subsequent financings by the Company. Pursuant to the Purchase Agreement, the Company also agreed that it will not effect certain sales of equity securities until the earlier of (i) thirty (30) days following the effective date of a registration statement registering the Shares, Warrants and Warrant Shares, or (ii) the date that is seven (7) months following the Closing Date, subject to certain exceptions including private placements of securities at a per share price higher than the Shares sold in the Private Placement and certain registered transactions.
The Purchase Agreement provides that the Company will file a registration statement with respect to the resale of Shares and Warrant Shares by the Purchasers within ten (10) days following the effective date of the next registration statement relating to an offering of the Company's securities, subject to certain exceptions including any registration of Company securities on Form S-4 or Form S-8.
The net proceeds of the Private Placement were used by the Company to make the
Satisfaction Payment discussed under "SVB Agreement" below.
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Placement Agent a cash fee equal to 6.0% of the gross proceeds received by the
Company in the Private Placement, totaling approximately
The Private Placement is exempt from the registration requirements of the
Securities Act, pursuant to the exemption for transactions by an issuer not
involving any public offering under Section 4(a)(2) of the Securities Act and
Rule 506 of Regulation D promulgated thereunder, and pursuant to reliance on
similar exemptions under applicable state laws. As a result, the securities sold
in the Private Placement were not registered under the Securities Act or any
state securities laws and may not be offered or sold in
The above description of the Purchase Agreement and the transactions contemplated thereby is only a summary and does not purport to be complete and is qualified in its entirety by reference to the full text of the Form of Common Stock Purchase Warrant and the Form of Purchase Agreement, copies of which are filed as Exhibits 4.1 and 10.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
SVB Agreement
On
Item 1.02. Termination of a Material Definitive Agreement.
The information set forth above under "SVB Agreement" in Item 1.01 of this current report on Form 8-K, including Exhibit 10.2 hereto, is incorporated herein by reference in its entirety.
Item 3.02. Unregistered Sale of
The information set forth above in Item 1.01 of this current report on Form 8-K, including Exhibits 4.1 and 10.1 hereto, is incorporated herein by reference in its entirety. Neither the Shares nor the Warrants have been registered under the Securities Act or the securities laws of any state, and were offered and issued in reliance on the exemption from registration under the Securities Act afforded by Section 4(a)(2) and Rule 506 of Regulation D promulgated thereunder.
Item 7.01. Regulation FD Disclosure.
On
In accordance with General Instruction B.2 of Form 8-K, the information furnished under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is deemed to be "furnished" and shall not be deemed "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information and Exhibit be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 4.1 Form of Common Stock Purchase Warrant. 10.1 Form of Securities Purchase Agreement 10.2 Agreement, datedOctober 20, 2020 , by and amongOblong, Inc. ,Oblong Industries, Inc. ,GP Communications, LLC , andSilicon Valley Bank . 99.1 Press release ofOblong, Inc. datedOctober 22, 2020 .
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