Item 1.01 Entry into a Material Definitive Agreement.
Securities Purchase Agreement
On
The Company expects the Private Placement to close on or about
The Purchase Agreement includes representations, warranties, and covenants customary for a transaction of this type. In addition, the Company agreed to indemnify Acuitas from liabilities relating to the Company's breach of any of the representations, warranties and covenants in the Purchase Agreement. The Securities were sold pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Regulation D promulgated thereunder.
Upon the closing of the Purchase Agreement, the Company and Acuitas will amend
and restate that certain Registration Rights Agreement, dated as of
The foregoing description of the Purchase Agreement and Warrant is not complete and is subject to and qualified in its entirety by reference to the full text of the Purchase Agreement and the Form of Warrant, respectively, copies of which are attached as Exhibits 10.1 and 4.1 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.
Item 3.02 Unregistered Sales of
The information provided in Item 1.01 of this Form 8-K is hereby incorporated by reference into this Item 3.02.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description 4.1 Form of Common Stock Purchase Warrant. 10.1 Securities Purchase Agreement, datedJuly 15, 2022 , by and between the Company andAcuitas Group Holdings, LLC . -2-
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