Item 1.01 Entry into a Material Definitive Agreement.
Subscription Agreement with
On
Pursuant to the Subscription Agreement, the Company agreed to sell to the
Investor the Shares from time to time during the term of the Subscription
Agreement in separate draw downs at the election of the Company. The initial
draw down will occur on the third trading day following receipt of stockholder
approval of the Private Placement, and the parties have agreed the initial draw
down will consist of a sale of 312,525 Shares at a price per share equal to
The Common Stock to be issued pursuant to the Subscription Agreement will be sold and issued without registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and Rule 506 of Regulation D promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws. Pursuant to the Subscription Agreement, the Company granted the Investor certain registration rights covering the shares of Common Stock issued pursuant to the Subscription Agreement.
The foregoing summary of the Subscription Agreement does not purport to be
complete and is subject to, and qualified in its entirety by, the Subscription
Agreement, which was attached as Appendix B to the Company's Preliminary Proxy
Statement filed on
The representations and warranties contained in the Subscription Agreement were
made only for purposes of such agreement and as of its date, were solely for the
benefit of the parties to such agreement and are subject to limitations agreed
upon by the contracting parties. Accordingly, the Subscription Agreement is
incorporated herein by reference only to provide investors with information
regarding the terms of the Subscription Agreement and not to provide investors
with any other factual information regarding the Company or its business, and
should be read in conjunction with the disclosures in the Company's periodic
reports and other filings with the
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