Item 1.01 Entry Into a Material Definitive Agreement.
On
Payment Dates Payment Amount August 1, 2022$ 18,000,000 September 1, 2022$ 4,875,000 October 1, 2022$ 4,875,000 November 1, 2022$ 4,875,000 December 1, 2022$ 4,875,000 January 1, 2023$ 6,250,000 February 1, 2023$ 6,250,000 March 1, 2023$ 6,250,000 April 1, 2023$ 6,250,000 May 1, 2023$ 6,250,000
The net proceeds of the notes were used by the Company for working capital and general corporate purposes.
The Notes require the proceeds of (i) any equity issuances (other than issuances
consummated for purposes of making tax payments in connection with the vesting
of restricted stock and restricted stock units and equity line of credit
("ELOC") sales), (ii) any secured debt incurred on or after
The Notes are unsecured and not guaranteed by any subsidiary of the Company. The Company is subject to a quarterly financial reporting covenant and negative covenants restricting the Company's ability to (i) merge or consolidate with any other person (subject to customary exceptions), (ii) make cash dividends or distributions with any material portion of the proceeds of the Notes or any other debt, (iii) dispose of all or substantially all of the assets of the Company, (iv) prepay contractually subordinated debt, (v) transact with affiliates (subject to customary exceptions) and (vi) modify or enter into any material contracts in a manner that would restrict the Company from making payments to the noteholders under the Notes or require the net cash proceeds from an equity raise to be paid to any entity other than the noteholders under the Notes. Upon the occurrence of certain events of default, the Company's obligations under the Notes may be accelerated. Such events of default include payment defaults under the Notes, covenant defaults and other customary defaults.
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In connection with the execution of the Notes, the Company agreed to pay
The foregoing description does not constitute a complete summary of the terms of the Notes and is qualified in its entirety by reference to the copies of the Notes filed as Exhibits 10.1 and 10.2 to this Current Report, which are incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The information included in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.
Item 3.02 Unregistered Sales of
The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02.
The shares of Common Stock issued as the Advisory Fee were issued by the Company
to
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description 10.1 Amended and Restated Bridge Promissory Note, dated as ofAugust 1, 2022 , by and between the Company andB. Riley Commercial Capital , LLC* 10.2 Amended and Restated Bridge Promissory Note, dated as ofAugust 1, 2022 , by and between the Company and BRF Finance Co, LLC* 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* The Company has omitted certain schedules and similar attachments to such
agreements pursuant to Item 601(a)(5) of Regulation S-K.
furnish a copy of such omitted documents to the
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