Item 1.01 Entry into a Material Definitive Agreement.
On
The purpose of the sale of the Securities under the Purchase Agreement is to
raise working capital for use by the Company. The closing of the offering
occurred on
The Purchaser has contractually agreed to restrict its ability to exercise the Purchaser Warrant and the Pre-Funded Warrant such that the number of shares of the Company's common stock held by the Purchaser and its affiliates after such exercise does not exceed either 4.99%, in the case of the Purchaser Warrant, or 9.99%, in the case of the Pre-Funded Warrant, of the then issued and outstanding shares of the Company's common stock. The Purchaser may increase or decrease these limitations upon notice to the Company, but in no event will any such limitation exceed 9.99%.
In connection with the Purchase Agreement, the Company entered into a
registration rights agreement (the "Registration Rights Agreement") with the
Purchaser. Pursuant to the Registration Rights Agreement, the Company will be
required to file a resale registration statement on Form S-1 (the "Registration
Statement") with the
The Purchase Agreement and Registration Rights Agreement contain customary representations and warranties of the Company, customary conditions to closing and indemnification obligations of the Purchaser and the Company.
These descriptions of the Purchaser Warrant, Pre-Funded Warrant, Purchase Agreement and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by the terms and conditions of the Purchaser Warrant, Pre-Funded Warrant, Purchase Agreement and the Registration Rights Agreement, respectively. The forms of Purchaser Warrant and Pre-Funded Warrant are attached hereto as Exhibits 4.1 and 4.2, respectively, and are incorporated herein by reference. The forms of Purchase Agreement and Registration Rights Agreement entered into by the Purchaser and the Company are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.
Item 3.02 Unregistered Sales of
The offer and sale of the Securities pursuant to the Purchase Agreement, described under Item 1.01 above and which description is hereby incorporated in this Item 3.02, will not be registered under the Securities Act of 1933, in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act of 1933 and/or Regulation D promulgated thereunder.
Item 8.01 Other Events.
On
On
Item 9.01 Financial Statements and Exhibits.
4.1 Form of Purchaser Warrant 4.2 Form of Pre-funded Warrant 10.1† Form of Securities Purchase Agreement 10.2 Form of Registration Rights Agreement 99.1 Press Release, datedMay 16, 2022 99.2 Press Release, datedMay 19, 2022 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)
†The schedules (and similar attachments) to this exhibit have been omitted from
this filing pursuant to Item 601(b)(10) of Regulation S-K. The registrant agrees
to furnish a supplemental copy of any omitted schedule (or similar attachment)
to the
© Edgar Online, source