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 contemplated in the Purchase Agreement until 60 days after the closing date.
A.G.P./
The Company also reimbursed the Placement Agent for up to
The Shares and the Placement Agent Warrant 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 Warrant were made solely for the benefit of the parties to the Purchase Agreement and Placement Agent Warrant. 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 Warrant 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 Warrant 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 Warrant, 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 Placement Agent 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 Placement Agent Warrant is subject to, and qualified in its entirety by the form of Purchase Agreement, form of Placement Agent Agreement, and form of Placement Agent Warrant, which are incorporated herein by reference.
Item 8.01 Other Events
On
Item 9.01 Financial Statements and Exhibits
(d) Exhibits 4.1 Form of Placement Agent Warrant 5.1 Opinion ofKirton McConkie, P.C . 10.1 Form of Securities Purchase Agreement 10.2 Form of Placement Agent Agreement 23.1 Consent ofKirton McConkie, P.C . (included in Exhibit 5.1) 99.1 Press Release
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