Item 1.01 Entry into a Material Definitive Agreement.
Convertible Loan Agreements
On
The terms of the NewTech Convertible Loan Agreement and the Malik Loan Agreement
are identical. Interest is calculated at 8% per annum (based on a 365-day year);
provided, that if an Event of Default (as defined in the Convertible Loan
Agreements) has occurred and is continuing, the Outstanding Amount (as defined
herein) will be calculated at 15.0% per annum. The Loan Amount and all accrued
but unpaid interest thereon (collectively, the "Outstanding Amount") shall
either (i) be repaid in cash or (ii) convert to shares of common stock, par
value
At any time prior to or on the Maturity Date, any Lender may provide us with
written notice to convert all or part of the Outstanding Amount into shares of
our Common Stock equal to the quotient obtained by dividing (x) the Outstanding
Amount by (y) a price equal to
The Convertible Loan Agreements contain customary affirmative and negative covenants, including a minimum share reserve, transactions with affiliates, and restrictions on the incurrence of additional debt. Each Lender's obligation to fund its respective Loan Amount is subject to customary closing conditions and deliverables.
Under the terms of the Convertible Loan Agreements, the Company will use the
proceeds from the Loan Amount to (i) redeem the loan amount from the previously
disclosed Convertible Loan Agreement, dated as of
In the event the closing price of our Common Stock on the Nasdaq Capital Market
(or other national stock exchange or market on which our Common Stock is then
listed or quoted) equals or exceeds
In connection with such loan, the Company agreed to issue the NewTech Lender
warrants representing the right to purchase 405,844 shares of our Common Stock,
at an exercise price of
The Warrants issued to the Lenders in connection with the Convertible Loan
Agreements are subject to mandatory exercise wherein the Company shall have the
right to require the Lenders to exercise all or any portion of the Warrants that
are still unexercised for a cash exercise when the closing price of our Common
Stock on the Nasdaq Capital Market equals or exceeds
The convertible loans and the shares of Common Stock issuable upon conversion of the convertible loans, the Warrants and the shares of Common Stock issuable upon exercise of such Warrants, have not been registered under the Securities Act of 1933, as amended (the "Securities Act") and were issued and sold in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act promulgated thereunder. The convertible loan, the Warrant and the shares of Common Stock issuable upon conversion of the convertible loan and upon exercise of the Warrant may not be offered or sold in the absence of an effective registration statement or exemption from the registration requirements under the Securities Act.
The foregoing summaries of the NewTech Convertible Loan Agreement and form of Warrant do not purport to be complete and are subject to, and qualified in their entirety by, the full text of such documents attached as Exhibits 4.1 and 10.1, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.
The foregoing summaries of the Malik Convertible Loan Agreement and form of Warrant do not purport to be complete and are subject to, and qualified in their entirety by, the full text of such documents attached as Exhibits 4.1 and 10.2, respectively, to this Current Report on Form 8-K, 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 required by this Item 2.03 is included under Item 1.01 of this Current Report on Form 8-K.
Item 3.02. Unregistered Sales of
The information required by this Item 3.02 is included under Item 1.01 of this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
The exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.
Exhibit No. Description 4.1 Form of Warrant 10.1 Convertible Loan Agreement, datedJanuary 10, 2023 , by and among the Company andNewTech Investment Holdings, LLC 10.2 Convertible Loan Agreement, datedJanuary 10, 2023 , by and among the Company andAriel Malik 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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