Item 1.01 Entry into a Material Definitive Agreement.
Loan and Security Agreement
On
The Loan is secured by substantially all of the assets of the Company pursuant to the Loan Agreement and the intellectual property security agreement ("Security Agreement") entered into in connection with the transaction.
The Loan bears interest at ten percent (10%) per annum, and has a maturity date
of
Upon the Initial Loan, the Company paid Lender: (i) an origination fee of
The occurrence of an event of default under the Loan Agreement ("Event of Default") will accelerate all amounts due under the Loan. Events of Default include, but are not limited to: (i) failure to make payments on principal or interest due after Lender providing five (5) days notice, (ii) failure by the Company to timely perform its obligations, or abide by its covenants, or agreements in the Loan Agreement, subject to applicable cure periods, (ii) certain breaches of representations and warranties, or (iv) the initiation of bankruptcy proceedings. Upon an Event of Default, the interest rate will be increased by an additional five percent (5%) on all amounts owed under the Loan.
Under the Loan: (i) an initial draw of
The Loan may be prepaid in whole or in part at any time at the discretion of the Company. The Loan also provides for mandatory prepayments of all of the net cash received upon (i) a sale of the company' assets, (ii) raising additional capital through the issuance of equity or debt securities, or (iii) sales under the ATM described above.
Pursuant to the Loan Agreement, the Company agreed to issue to Lender: (i)
500,000 Common Stock purchase warrants on the date of the Initial Loan ("Initial
Warrant") and (ii) 500,000 Common Stock purchase warrants on the date of the
Second Loan ("Second Warrant") (collectively, the "Warrants"). The Warrants have
an exercise price equal to a 25% premium of the closing price of the Common
Stock on their respective date of issue (provided that the exercise price of the
Warrants cannot be less than
The foregoing descriptions of the Loan Agreement, Warrants, and Security
Agreement do not purport to be complete and are qualified in their entirety by
reference to the full text of the Loan Agreement, Warrants, and Security
Agreement, copies of which are filed to this current report as exhibits 10.01,
4.01, and 10.02, respectively. On
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this current report on Form 8-K is incorporated herein by reference in its entirety.
Item 3.02 Unregistered Sales of
The information set forth in Item 1.01 of this current report on Form 8-K is incorporated herein by reference in its entirety. The issuance of securities described in Item 1.01 was made in reliance upon an exemption from the registration requirements pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 9.01 Financial Statement and Exhibits.
Exhibit No. Description 4.01 Form of Class A Common Stock Purchase Warrant 10.01 Form of Term Loan and Security Agreement 10.02 Form of Intellectual Property Security Agreement 99.01 Press Release DatedMarch 5, 2020
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