Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on
On
The Existing Warrants and the underlying shares of Common Stock were registered
pursuant to the Company's Registration Statement on Form S-3 (File
No. 333-256834), filed with the
The New Warrant and the shares of Common Stock issuable upon the exercise of the New Warrant are not being registered under the Securities Act, and are being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act.
Approximately 4,948,453 Investor Warrants are contemplated to be exercised
contemporaneously with the execution of the Exercise Agreement. Assuming full
exercise of the Investor Warrants and subject to the Exercise Agreement, the
Company expects to receive aggregate gross proceeds of up to approximately
From ninety (90) days after the date on which the September Registration Statement (as defined in the Exercise Agreement) is declared effective by the Commission, neither the Company nor any subsidiary shall (A) except for Exempt Issuances (as defined in the Exercise Agreement), issue, enter into any agreement to issue or announce the issuance or proposed issuance of any Common Stock or Common Stock Equivalents or (B) file any registration statement or any amendment or supplement to any existing registration statement (other than a resale registration statement or prospectus supplements to the Registration Statement to reflect the transactions or a shelf registration statement on Form S-3 which the Company may file in its discretion).
The Company also entered into a registration rights agreement (the "Registration Rights Agreement") with the Exercising Holder, pursuant to which the Company agrees to register the underlying shares of Common Stock underlying the New Warrant in accordance with the terms of the Registration Rights Agreement.
A.G.P./
The description of terms and conditions of the New Warrant, the Exercise Agreement and the Registration Rights Agreement set forth herein do not purport to be complete and are qualified in their entirety by reference to the full text of the forms of the New Warrant, the Exercise Agreement and the Registration Rights Agreement, copies of which are attached as Exhibits 4.1, 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 3.02 Unregistered Sale of
The information contained in Item 1.01 of this Current Report on Form 8-K in relation to the New Warrant and the shares of Common Stock issuable upon the exercise thereof is hereby incorporated by reference into this Item 3.02.
Item 3.03 Material Modifications to Rights of Security Holders.
The information contained above in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 4.1 Form of New Warrant 10.1 Form of Warrant Exercise Agreement 10.2 Form of Registration Rights Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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