Item 1.01 Entry into a Material Definitive Agreement.
On
The Notes are one (1) year notes. Interest on the Notes accrues at a rate of 8%
per annum, payable in cash semi-annually on
The Warrants are issued to the Purchasers as they advance Loans to the Company,
in accordance with the terms of the Note. Upon issuance, the Warrants are
exercisable immediately and for a period of 10 years at a price of
The foregoing description of the Offering does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, the Notes and the Warrants, a copy of each of which is attached hereto as Exhibit 10.1, Exhibit 10.2 and Exhibit 4.1, respectively, and which are incorporated herein by reference.
Item 3.02 Unregistered Sales of
The information contained in Item 1.01 above with respect to the Offering of the
Securities is incorporated by this reference into this Item 3.02. The Securities
were offered and sold in reliance upon exemptions from registration pursuant to
Section 4(2) under the Securities Act and Rule 506 promulgated thereunder. The
Purchase Agreement, Notes and Warrants executed in connection therewith contain
representations to support the Company's reasonable belief that, among other
things, the Purchasers had access to information concerning its operations and
financial condition, that the Purchasers acquired the Securities for their own
account and not with a view to the distribution thereof, and that each Purchaser
is an "accredited investor" as such term is defined in Regulation D promulgated
under the Securities Act. The Securities described in Item 1.01 above are deemed
to be restricted securities for purposes of the Securities Act and the
certificates representing the Securities shall bear legends to that effect.
Accordingly, the Securities sold in the Offering may not be offered or sold in
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 4.1 Form ofApril 23 Common Stock Warrant 10.1 Note and Warrant Purchase Agreement, datedApril 25, 2023 10.2 Form ofApril 2023 Promissory Note 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3
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