Item 1.01. Entry into a Material Definitive Agreement.
On
In exchange for Investor entering into the Agreement, the Company agreed, among
other things, to (A) issue
The obligation of Investor to purchase the Company's Common Stock shall begin on the date of the Agreement, and ending on the earlier of (i) the date on which Investor shall have purchased Common Stock pursuant to this Agreement equal to the Maximum Commitment Amount, (ii) thirty-six (36) months after the date of the Agreement, (iii) written notice of termination by the Company to Investor (which shall not occur during any Valuation Period or at any time that Investor holds any of the Put Shares), (iv) the Registration Statement is no longer effective after the initial effective date of the Registration Statement, or (v) the date that the Company commences a voluntary case or any person commences a proceeding against the Company, a custodian is appointed for the Company or for all or substantially all of its property or the Company makes a general assignment for the benefit of its creditors (the "Commitment Period").
During the Commitment Period, the purchase price to be paid by Investor for the
Common Stock under the Agreement shall be 90% of the Market Price, which is
defined as the lesser of the (i) closing bid price of the Common Stock on the
trading day immediately preceding the respective Put Date (as defined in the
Agreement), or (ii) lowest closing bid price of the Common Stock on the
Principal Market (as defined in the Agreement) during the Valuation Period (as
defined in the Agreement), in each case as reported by
The Agreement, the Warrant and the Registration Rights Agreement contain customary representations, warranties, agreements and conditions to completing future sale transactions, indemnification rights and obligations of the parties. Among other things, Investor represented to the Company, that it is an "accredited investor" (as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the "Securities Act"), and the Company sold the securities in reliance upon an exemption from registration contained in Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.
The foregoing descriptions of the Agreement, the Warrant and the Registration Rights Agreement are qualified in their entirety by reference to the full text of such agreements, copies of which are attached hereto as Exhibit 10.1, 10.2 and 10.3, respectively, and each of which is incorporated herein in its entirety by reference. The representations, warranties and covenants contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.
Item 3.02 Unregistered Sales of
See Item 1.01 of this Current Report on Form 8-K, which description is incorporated herein by reference. The net proceeds under the Agreement and Warrant to the Company, will depend on the frequency and prices at which the Company sells shares of its Common Stock to Investor. The Company expects that any proceeds received by the Company from such sales to Investor under the Agreement and Warrant, will be used for general corporate purposes.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.1 Equity Purchase Agreement, dated as ofAugust 8, 2022 , by and between the registrant andPeak One Opportunity Fund, L.P. 10.2 Common Stock Purchase Warrant, dated as ofAugust 8, 2022 , issued by the registrant toPeak One Opportunity Fund, L.P. 10.3 Registration Rights Agreement, dated as ofAugust 8, 2022 , by and between the registrant andPeak One Opportunity Fund, L.P. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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