Item 8.01 Other Events.
As disclosed by
(i) the Company and an accredited institutional investor (the "Investor") entered into a stock purchase agreement onDecember 30, 2021 (the "Stock Purchase Agreement") pursuant to which the Investor purchased from the Company 10,544 shares of newly designated Series G redeemable convertible preferred stock (the "Series G Preferred Stock"), having a face value of$10,000 per share, for an aggregate price of$100,000,000 (the "Purchase Price"), representing at a 5% original issue discount; (ii) The Purchase Price was paid by the Investor via payment of$5,000,000 in cash onDecember 31, 2021 , and the execution and delivery of four Promissory Notes (each a "Note" and collectively, the "Notes") from the Investor in favor of Company, each in the amount of$23,750,000 and payable by the Investor to the Company onMarch 31, 2022 (the "March Note"),June 30, 2022 (the "June Note"),September 30, 2022 andDecember 31, 2022 , respectively; (iii) There are 2,636 shares of Series G Preferred Stock associated with each Note; (iv) The Investor may not convert the shares of preferred stock associated with each Note into shares of common stock or sell any of the underlying shares of common stock unless that Note is paid in full by the Investor; and (v) The Company may in its sole discretion redeem the 2,636 shares of Series G Preferred Stock associated with each Note by paying the Investor$1,375,000 as full consideration for such redemption.
As disclosed by
On
With respect to the remaining 5,272 shares of Series G Preferred Stock, as
stated above, the Investor may not convert any of the shares of preferred stock
associated with any remaining Note into shares of common stock or sell any of
the underlying shares of common stock unless that Note is paid in full by the
Investor, and the Company may redeem the shares of Series G Preferred Stock
associated with the remaining Notes by paying the Investor
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