Item 1.01 Entry into a Material Definitive Agreement.
On
The purchase price for each share of Common Stock is
Pursuant to the terms of the Purchase Agreement, the Company has agreed to
certain restrictions on future stock offerings, including that during the 75-day
period following the closing, the Company will not issue (or enter into any
agreement to issue) any shares of Common Stock or Common Stock equivalents,
subject to certain exceptions, including if the consolidated closing price on
the trading market on which the Company's Common Stock is traded at the time is
greater than
The exercise price of the Warrants and the number of Warrant Shares issuable upon the exercise thereof will be subject to adjustment in the event of any stock dividends and splits, reverse stock split, recapitalization, reorganization or similar transaction, as described in the Warrants. The Warrants will be exercisable on a "cashless" basis only in the event there is no effective registration statement registering, or the prospectus contained therein is not available for the sale of the shares underlying the Warrants. The Warrants contain a beneficial ownership limitation, such that none of such Warrants may be exercised, if, at the time of such exercise, the holder would become the beneficial owner of more than 9.99% of our outstanding shares of Common Stock following the exercise of such Warrant. The Warrant is for a ten month term and is not exercisable for the first six months.
A copy of the form of the Purchase Agreement and the form of Warrant are attached hereto as Exhibits 10.1 and 4.1, respectively, and are incorporated herein by reference. The foregoing summaries of the terms of the Purchase Agreement and the Warrants are subject to, and qualified in their entirety by, such documents.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description 4.1 Form of Stock Purchase Warrant (incorporated by reference to the Current Report on Form 8-K filed onAugust 6, 2020 ) 5.1 Legal Opinion ofLoeb & Loeb LLP (incorporated by reference to the Current Report on Form 8-K filed onAugust 6, 2020 ) 10.1 Form of Securities Purchase Agreement between the Registrant and the Investor (incorporated by reference to the Current Report on Form 8-K filed onAugust 6, 2020 ) 99.1 Press Release datedAugust 5, 2020 (incorporated by reference to the Current Report on Form 8-K filed onAugust 6, 2020 ) 2
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