Item 1.01 Entry into a Material Defi nitive Agreement.
As previously announced, on
The Warrants are not expected to be listed on The Nasdaq Capital Market. The
shares of Common Stock issuable upon the exercise of the Warrants are expected
to be registered on a registration statement on Form S-4 (the "Registration
Statement") the Company intends to file with the
The foregoing description of the Warrant Agreement is a summary only and is qualified in its entirety by the full text of the Warrant Agreement, a copy of which is attached hereto as Exhibit 10.1, which is incorporated herein by reference.
This Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. Any offer of securities covered by the Registration Statement will be made solely by means of a prospectus included in the Registration Statement.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibits are being filed herewith:
Exhibit Description 10.1 Special Warrant Agreement, dated as ofMarch 28, 2023 , by and between the Company andContinental Stock Transfer & Trust Company . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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