Item 1.01 Entry into a Material Definitive Agreement.
On
Pursuant to the terms of the Purchase Agreement and subject to certain exceptions, the Company agreed not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock equivalents or file any registration statement or any amendment or supplement, other than the prospectus supplement, registration statement or amendment to the registration statement relating to the securities offered pursuant to the Purchase Agreement until 90 trading days after the closing date and may not enter into a variable rate transaction (as defined in the Purchase Agreement) for one year from the closing date, provided, however after 90 days from the closing date the Company may enter into an at the market transaction.
A.G.P./
The Company also agreed to reimburse the Placement Agent for up to
The Shares, the Warrants, and the Warrant Shares are being offered and sold by
the Company pursuant to an effective shelf registration statement on Form S-3
previously filed with the
The Company has agreed to indemnify each of the Purchasers against certain losses resulting from its breach of any representations, warranties or covenants under agreements with the Purchasers, as well as under certain other circumstances described in the Purchase Agreement.
The representations, warranties and covenants contained in the Purchase Agreement and Placement Agent Agreement were made solely for the benefit of the parties to the Purchase Agreement and Placement Agent Agreement. In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the Purchase Agreement and Placement Agent Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by shareholders of, or other investors in, the Company. Accordingly, the form of Purchase Agreement and form of Placement Agent Agreement are filed with this report only to provide investors with information regarding the terms of transaction, and not to provide investors with any other factual information regarding the Company. Shareholders should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement and Placement Agent Agreement, which subsequent information may or may not be fully reflected in public disclosures.
The form of Purchase Agreement, form of Placement Agent Agreement, and form of Warrant are filed as Exhibits 10.1, 10.2, and 4.1, respectively, to this Current Report on Form 8-K. The foregoing summary of the terms of the Purchase Agreement, Placement Agent Agreement, and Warrant is subject to, and qualified in its entirety by the form of Purchase Agreement, form of Placement Agent Agreement, and form of Warrant, which are incorporated herein by reference.
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Item 8.01 Other Events
On
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit Number Description 4.1 Form of Warrant 5.1 Opinion of Kirton McConkie, PC 10.1 F orm of Se curiti es Purchase Agreement 10.2 Form of Placement Agent Agreement 23.1 Consent of Kirton McConkie, PC (included in Exhibit 5.1) 99.1 Press Release
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