Item 1.01 Entry into a Material Definitive Agreement.
On
The foregoing descriptions of the convertible promissory notes and note purchase agreement are not complete and are qualified in their entirety by the full text of the convertible promissory notes and note purchase agreement, forms of which are attached to this Current Report on Form 8-K as Exhibits 4.1 and 10.1, respectively, and incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth under Item 1.01 is incorporated by reference into this Item 2.03.
Item 3.02 Unregistered Sales of
The disclosure set forth under Item 1.01 regarding the issuance of shares of the Company's common stock upon the conversion of the convertible promissory notes is incorporated by reference into this Item 3.02. Such shares will be issued pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act.
Item 7.01 Regulation FD Disclosure.
On
The information furnished pursuant to this Item 7.01, including Exhibit 99.1 furnished herewith, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 4.1 Form of convertible promissory note (included in Exhibit 10.1). 10.1 Form of note purchase agreement. 99.1 Press release datedAugust 5, 2021 . 2
© Edgar Online, source