Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 3.02 below is incorporated herein by reference.
Item 3.02 Unregistered Sales of
On
The Convertible Debenture bears interest at a rate of 10% per annum (15% on default) and has a maturity date of one (1) year. The Convertible Debenture provides a conversion right, in which any portion of the principal amount of the Convertible Debenture, together with any accrued but unpaid interest, may be converted into the Company's Common Stock at a conversion price equal to 80% of the lowest volume weighted average price of the Company's Common Stock during the ten (10) trading days immediately preceding the date of conversion, subject to adjustment. The Convertible Debenture may not be converted into common stock to the extent such conversion would result in the Investor beneficially owning more than 4.99% of the Company's outstanding Common Stock (the "Beneficial Ownership Limitation"); provided, however, that the Beneficial Ownership Limitation may be waived by the Investor upon not less than 65 days' prior notice to the Company. The Convertible Debenture provides the Company with a redemption right, pursuant to which the Company, upon fifteen (15) business days' prior notice to the Investor, may redeem, in whole or in part, outstanding principal and interest under the Convertible Debenture at a redemption price equal to the principal amount being redeemed plus a redemption premium equal to 5% of the outstanding principal amount being redeemed plus outstanding and accrued interest; however, the Investor shall have fifteen (15) business days after receipt of the Company's redemption notice to elect to convert all or any portion of the Convertible Debenture, subject to the Beneficial Ownership Limitation.
The transaction closed on
Item 9.01 Financial statements and Exhibits.
(d) Exhibits. Exhibit Description Number 10.1 Securities Purchase Agreement, datedDecember 14, 2021 , by and between the Company andYA II PN Ltd. 10.2 Convertible Debenture, datedDecember 14, 2021 , by and between the Company andYA II PN Ltd. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1
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