Item 1.01. Entry into a Material Definitive Agreement.
Securities Purchase Agreement
On
The Debentures have an original issue discount of 10%, have a term of six months
with a maturity date of
The Warrants are exercisable for a term of five years from the initial exercise
date of
The representations and warranties contained in the Purchase Agreement were made by the parties to, and solely for the benefit of, the other in the context of all of the terms and conditions of the Purchase Agreement and in the context of the specific relationship between the parties. The provisions of the Purchase Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to the Purchase Agreement. The Purchase Agreement is not intended for investors and the public to obtain factual information about the current state of affairs of the parties.
Additionally, in connection with the Purchase Agreements, the subsidiaries of the Company delivered a guarantee (the "Guarantee") in favor of the Investors whereby each such subsidiary guaranteed the full payment and performance of all obligations of the Company pursuant to the Purchase Agreement.
Item 1.01 of this Current Report on Form 8-K contains only a brief description of the material terms of the Purchase Agreement, the Debentures, the Warrants, the Registration Rights Agreement and the Guarantee and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such description is qualified in its entirety by reference to the full text of the forms of Purchase Agreement, the Debentures, Series C Warrants, Series D Warrants, the Registration Rights Agreement and the Guarantee, the forms of which are attached as Exhibits 10.1, 4.1, 4.2, 4.3, 10.2 and 10.3 respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.
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Item 3.02 Unregistered Sales of
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
The Debentures, Warrants, Common Stock underlying the Debentures and the Common Stock underlying the Warrants were not registered under the Securities Act, but qualified for exemption under Section 4(a)(2) and Rule 506 promulgated thereunder. The Company is relying on this exemption from registration for private placements based in part on the representations made by Investors, including representations with respect to each Investor's status as an accredited investor, as such term is defined in Rule 501(a) of the Securities Act, and each Investor's investment intent.
Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 4.1 Form of Original Issue Discount Senior Convertible Debenture 4.2 Form of Series C Common Stock Purchase Warrant 4.3 Form of Series D Common Stock Purchase Warrant 10.1 Form of Securities Purchase Agreement 10.2 Form of Registration Rights Agreement 10.3 Form of Guaranty 99.1 Press Release, datedMay 31, 2022 99.2 Press Release, datedJune 3, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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