Item 1.01 Entry into a Material Definitive Agreement
On
The investment will bear interest at an annual rate of ten percent (10%) and
will be repayable after two years. The investment will be convertible at any
time into shares of the Company's Common Stock at a conversion price equal to
the lower of (a)
As part of the transaction, the Company will issue to the Investor warrants to
purchase an aggregate of 10,838 shares of Common Stock, at an exercise price
equal to
The SPA and the convertible debentures contain events of default, including, among other things, failure to repay the convertible debentures by the maturity date, and bankruptcy and insolvency events, that could result in the acceleration of the Investor's right to convert the convertible debentures into shares of common stock.
A copy of the SPA, the form of the convertible debenture, and the form of the warrants are attached hereto as Exhibit 10.1, Exhibit 10.2, and Exhibit 10.3, respectively, and are incorporated herein by reference. The foregoing descriptions of the terms and conditions of the SPA, the convertible debenture, and the warrant are qualified in their entirety by reference to the full text of the SPA the convertible debenture, and the warrant.
The Company has issued the convertible debenture and the warrant under the exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933 (the "Securities Act"). We expect that any issuance of shares of common stock pursuant to the terms of the convertible debentures and the warrants will be exempt from registration under Section 4(a)(2) of the Securities Act and regulations promulgated thereunder. None of these transactions involved any underwriters, underwriting discounts or commissions, or any public offering, and the Investor had adequate access, through their relationships with us, to information about us.
The shares of common stock to be issued in the event of conversion of the
convertible debenture and upon exercise of the warrants will not be registered
under the Securities Act, or any state securities laws, and may not be offered
or sold in
1
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following Exhibits are filed as part of this Report.
Exhibit Number Description 10.1 Securities Purchase Agreement, signedApril 6, 2021 , betweenSamsara Luggage, Inc. andYAII PN, Ltd. 10.2 Form of Convertible Debenture 10.3 Form of Warrant to Purchase Common Stock 2
© Edgar Online, source