Section 1.01 Entering into a Material Definitive Agreement.
The Notes expire on
The warrants are exercisable for five years from
The Purchase Agreement contains customary representations, warranties and covenants of the Company, including, without limitation and subject to certain exceptions, covenants that limit the ability of the Company and its subsidiaries, without the prior written consent of the holders notes, incur additional indebtedness, repay outstanding debt, create or authorize liens on assets, repurchase stock, pay dividends, enter into transactions with affiliated companies or effect equity financings. The Notes contain customary events of default, including, but not limited to, breach of covenants under the Purchase Agreement and/or the Notes, defaults in payment, loss of admission to negotiation on the
Pursuant to the purchase agreement, purchasers have certain rights to participate in future offerings of shares of the Company or any of its subsidiaries after closing, subject to customary exceptions. The Warrants also contain certain price protection provisions providing for an adjustment to the number of Common Shares issuable upon exercise of the Warrants and to the exercise price in the event of future dilutive offerings.
Each Warrant contains conversion limitations providing that a holder thereof may not exercise such Warrant to the extent (but only to the extent) that, after giving effect to such conversion, the holder or one of its Affiliates beneficially owns more than 4.99% (“Beneficial Ownership Limitation”) of the outstanding common shares of the Company immediately after giving effect to such conversion or exercise. A holder may increase or decrease their Beneficial Ownership Limit upon notice to the Company provided that in no event shall such limit exceed 9.99%, and that any increase shall not be effective until the 61st day following such notice.
This current report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy the Notes or Warrants, and there will be no sale of the Notes or Warrants in any State or jurisdiction in which such offer, solicitation or sale would be unlawful.
The Notes and Warrants were sold pursuant to an exemption from registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and of Rule 506 of Regulation D promulgated thereunder. The investors are accredited investors who have purchased the securities as an investment in a private placement which has not involved a general solicitation. The shares issuable upon conversion of the Notes and exercise of the Warrants have not been registered under securities law and may not be offered or sold in
The foregoing description of the terms of the Notes, Warrants, Purchase Agreement and the transactions contemplated by these terms does not purport to be complete and is qualified in its entirety by reference to the full text of the Note Form, warrant, and the purchase agreement, in each case, which are filed as attachments to this current report on Form 8-K and are incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
To the extent required by Section 2.03 of Form 8-K, the information contained in Section 1.01 of this current report on Form 8-K is incorporated herein by reference.
Item 9.01 Financial statements and supporting documents
(d) Exhibits: Exhibit Description 4.1 Form of Common Stock Purchase Warrant granted on
August 17, 2022. 10.1* Securities Purchase Agreement dated August 17, 2022, by and among the Company and the lending parties who have executed signature pages thereto as purchasers. 10.2 Form of Original Issue Discount Promissory Note dated August 17, 2022. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Certain appendices and exhibits have been omitted in accordance with SK Rule 601(a)(5).
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