Item 1.01 Entry into a Material Definitive Agreement.
Securities Purchase Agreement
On
The Company expects to receive aggregate gross proceeds from the Offering of
In connection with the Offering and in accordance with the Purchase Agreement,
the Company plans to include in its annual meeting of stockholders the following
two proposed amendments (the "Proposals") to the Company's Certificate of
Incorporation, as amended (the "Charter"): (i) an amendment to the Charter to
increase the authorized number of shares of capital stock from 200,000,000 to
800,000,000 and the authorized number of shares of Common Stock from 190,000,000
to 790,000,000 shares; and (ii) the grant of discretionary authority to the
Board, at any time or times before
Pursuant to the Purchase Agreement, the Company will file a certificate of
designation (the "Certificate of Designation") with the Secretary of
The holder of Preferred Stock will be entitled to dividends, on an as-if
converted basis, equal to dividends actually paid, if any, on shares of Common
Stock. The Preferred Stock is convertible into shares of Common Stock at a
conversion price of
2
--------------------------------------------------------------------------------
securities or a combination thereof, each Common Warrant will be deemed to be
exercised in full in a cashless exercise effective immediately prior to and
contingent upon the consummation of such fundamental transaction. In addition,
in the event of the implementation of the reverse split and in connection with
an uplist to a national exchange, the holder of the Warrants will be able to
reset its strike price based on the average of the five (5) VWAPs immediately
prior to the date of each triggering event, the Warrants have anti-dilution
protections on subsequent equity sales entitling the holder to a reset on the
strike price, and the Company cannot effect a reverse stock split until the
stock has traded at least
The Company may not effect the exercise of certain Common Warrants, and the applicable holder will not be entitled to exercise any portion of any such Common Warrant, which, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stock beneficially owned by the holder of such Common Warrant (together with its affiliates) to exceed 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of such Common Warrants.
The representations, warranties and covenants contained in the Purchase
Agreement were made solely for the benefit of the parties to the Purchase
Agreement and may be subject to limitations agreed upon by the contracting
parties. Accordingly, the Purchase Agreement is incorporated herein by reference
only to provide investors with information regarding the terms of the Purchase
Agreement, and not to provide investors with any other factual information
regarding the Company or its business, and should be read in conjunction with
the disclosures in the Company's periodic reports and other filings with the
The foregoing description of the Purchase Agreement, Common Warrants, Placement Agent Warrants and the Certificate of Designation do not purport to be complete and are qualified in their entirety by reference to the full text of the form of Purchase Agreement, Common Warrants and Certificate of Designation which are filed as Exhibits 10.1, 4.1, 4.2, and 3.1, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
The legal opinion, including the related consent, of
Item 3.03 Material Modifications to Rights of Security Holders.
The disclosure required by this Item and included in Item 1.01 of this Current Report is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The disclosure required by this Item and included in Item 1.01 of this Current Report is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description 3.1 C ertificate of Designation of Preference, Rights and Limitations of Convertible Preferred Stock 4.1 F orm of Warrant 4.2 F orm of Plac ement Agent Warrant 5.1 Opinion of Procopio, Cory, Hargreaves & Savitch LLP 5.2 Opinion of Carter Ledyard & Milburn LLP 10.1 Form of Securities Purchase Agreement, dated March 30 , 202 2 23.1 Consent of Procopio, Cory, Hargreaves & Savitch LLP (included in Exhibit 5.1) 23.2 Consent of Carter Ledyard & Milburn LLP (included in Exhibit 5.2) 104 Cover Page Interactive Data File (formatted as Inline XBRL) 3
--------------------------------------------------------------------------------
© Edgar Online, source