Item 1.01 Entry into a Material Definitive Agreement.
On
• a securities purchase agreement (the "RDO Securities Purchase Agreement") with the investor signatories thereto (the "RDO Purchasers"), pursuant to which the Company agreed to issue and sell to the RDO Purchasers (i) 20,000,000 shares of Common Stock (the "Registered Shares") and (ii) warrants to purchase up to 15,000,000 shares of Common Stock (the "Registered Warrants"). The Registered Shares are being sold together with the Registered Warrants (together, the "Registered Units") to purchase 0.75 of a share of Common Stock for a purchase price of$1.50 per Registered Unit (the "Registered Direct Offering"). The Registered Warrants are exercisable at a price of$1.80 per full share of Common Stock at any time after the date of issuance for a period of five years. The Registered Direct Offering was made pursuant to an automatic shelf registration statement on Form S-3 (File No. 333-255105) filed with theSecurities and Exchange Commission (the "SEC") onApril 7, 2021 , and related prospectus supplement. • a securities purchase agreement (the "PIPE Securities Purchase Agreement" and together with the RDO Securities Purchase Agreement, the "Purchase Agreements") withForis Ventures, LLC ("Foris"), pursuant to which the Company agreed to issue and sell to Foris, in a private placement (the "PIPE" and together with the Registered Direct Offering, the "Offering") (i) 13,333,334 shares of Common Stock (the "Unregistered Shares"), and (ii) warrants to purchase up to 10,000,000 shares of Common Stock (the "Unregistered Warrants" and together with the Registered Warrants, the "Warrants"). The Unregistered Shares are being sold together with the Unregistered Warrants (together, the "Unregistered Units") to purchase 0.75 of a share of Common Stock for a purchase price of$1.50 per Unregistered Unit. The Registered Warrants are exercisable at a price of$1.80 per full share of Common Stock at any time after the date of issuance for a period of five years. Foris beneficially owns more than five percent of the Company's outstanding Common Stock and is affiliated with individuals serving on the Company's board of directors.
The closing of the Offering (the "Closing") is expected to occur on
The Purchase Agreements include customary representations, warranties and covenants of the parties.
The Company has engaged
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Pursuant to the PIPE Securities Purchase Agreement, within 45 calendar days of
the date of the PIPE Securities Purchase Agreement, the Company shall file with
the
The foregoing description of the terms of the Warrants is qualified in its entirety by reference to the to the full text of the form of Registered Warrant and the form of the Unregistered Warrant, which are filed hereto as Exhibits 4.1 and 4.2, respectively, and are incorporate herein by reference.
The foregoing description of the Purchase Agreements is qualified in its entirety by reference to the full text of the RDO Securities Purchase Agreement and the PIPE Securities Purchase Agreement, which are filed hereto as Exhibits 10.01 and 10.2, respectively, and are incorporated herein by reference.
The securities issued pursuant to the PIPE were sold in a private placement pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The Company relied on this exemption from registration based in part on representations made by Foris in the PIPE Securities Purchase Agreement. .
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.
A copy of the opinion of
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description 4.1 Form of Registered Warrant 4.2 Form of Unregistered Warrant 5.1 Opinion ofFenwick & West LLP 10.1 Form of RDO Securities Purchase Agreement 10.2 Form of PIPE Security Purchase Agreement 23.1 Consent ofFenwick & West LLP (contained in Exhibit 5.1) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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