Item 1.01. Entry into a Definitive Material Agreement.
On
Pursuant to the Hyde Purchase Agreement, the Company and Hyde agreed to enter into a registration rights agreement within thirty days from the Closing Date, the terms and conditions of which to be negotiated in good faith by the parties thereto and as are reasonable and customary for agreements of this type.
The Private Placements are exempt from the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act"), pursuant to the
exemption for transactions by an issuer not involving any public offering under
Section 4(a)(2) of the Securities Act and in reliance on similar exemptions
under applicable state laws. Each of
The foregoing summary of the Purchase Agreements is qualified in its entirety by
reference to the full text of such agreements, copies of which will be filed by
the Corporation as an exhibit to its quarterly report on Form 10-Q for the
quarterly period ending
Cautionary Statement Regarding Forward-Looking Statements
This Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may be identified by a reference to a future period or by the use of forward-looking terminology. Forward-looking statements are typically identified by words such as "expect", "believe", "foresee", "anticipate", "intend", "estimate", "goal", "strategy", "plan" "target" and "project" or conditional verbs such as "will", "may", "should", "could" or "would" or the negative of these terms, although not all forward-looking statements contain these words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. The Company does not undertake any obligation to release publicly revisions to any "forward-looking statement," including, without limitation, outlook, to reflect events or circumstances after the date of this Current Report on Form 8-K, or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws. Investors should not assume that any lack of update to a previously issued "forward-looking statement" constitutes a reaffirmation of that statement. Continued reliance on "forward-looking statements" is at investors' own risk.
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Item 3.02. Unregistered Sale of
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The Private Placement Shares will be issued in a private placement exempt from the registration requirements of the Securities Act, in reliance on the exemption set forth in Section 4(a)(2) of the Securities Act.
Item 8.01. Other Events.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
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