Item 1.01 Entry into a Material Definitive Agreement.
On
Pursuant to the Purchase Agreement, Tysadco committed to purchase, subject to
certain restrictions and conditions, up to
The Purchase Agreement provides that at any time after the Effective Date, from
time to time on any business day selected by the Company (the "Purchase Date"),
the Company shall have the right, but not the obligation, to direct Tysadco to
buy the lesser of
In addition, Tysadco will not be obligated to purchase shares if Tysadco's total number of shares beneficially held at that time would exceed 4.99% of the number of shares of the Company's common stock as determined in accordance with Rule 13d-1(j) of the Securities Exchange Act of 1934, as amended. In addition, the Company is not permitted to draw on the Purchase Agreement unless there is an effective registration statement to cover the resale of the shares.
The Purchase Agreement also contains customary representations and warranties of each of the parties. The assertions embodied in those representations and warranties were made for purposes of the Purchase Agreement and are subject to qualifications and limitations agreed to by the parties in connection with negotiating the terms of the Purchase Agreement. The Purchase Agreement further provides that the Company and Tysadco are each entitled to customary indemnification from the other for, among other things, any losses or liabilities they may suffer as a result of any breach by the other party of any provisions of the Purchase Agreement. The Company has the unconditional right, at any time, for any reason and without any payment or liability, to terminate the Purchase Agreement.
The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 1.01.
The Company issued the Commitment Shares in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act. The Company relied on this exemption from registration for private placements based in part on the representations made by Tysadco, including the representations with respect to Tysadco's status as an accredited investor, as such term is defined in Rule 501(a) of the Securities Act, and Tysadco's investment intent.
Item 3.02 Unregistered Sales of
The information set forth in Item 1.01 above is incorporated by reference into this Item 3.02.
Item 9.01 Exhibits Exhibits Exhibit No. Description 10.1 Purchase Agreement betweenAmerican Battery Metals Corporation andTysadco Partners LLC , datedApril 2, 2021
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