ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On
In addition, 286,885,245 shares of the Company's common stock have been reserved with our transfer agent for the Investor, for possible issuance upon the conversion of the Convertible Note into shares of our common stock.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT.
The information included in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
ITEM 3.02. UNREGISTERED SALE OF EQUITY SECURITIES.
The information included in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02.
The issuance of the Convertible Promissory Note (the 'Convertible Note") due
Forward-Looking Statements and Limitation on Representations
This Current Report on Form 8-K includes forward-looking statements relating to matters that are not historical facts. Forward-looking statements may be identified by the use of words such as "expect," "intend," "believe," "will," "should," "would" or comparable terminology or by discussions of strategy. While the Company believes its assumptions and expectations underlying forward-looking statements are reasonable, there can be no assurance that actual results will not be materially different. Risks and uncertainties that could cause materially different results include, among others, the Company's ability to consummate the transaction described above, the Company's ability to pay any interest, additional amount and principal on the Convertible Note, the Company's ability to satisfy the conditions under the Convertible Note. The Company assumes no duty to update any forward-looking statements other than as required by applicable law.
The Convertible Note and other disclosures included in this Current Report on
Form 8-K are intended to provide shareholders and investors with information
regarding the terms of the Convertible Note, and not to provide shareholders and
investors with any other factual information regarding the Company or its
subsidiaries or their respective business. You should not rely on the
representations and warranties in the Convertible Note or any descriptions
thereof as characterizations of the actual state of facts or condition of the
Company or any of its subsidiaries or affiliates. Moreover, information
concerning the subject matter of the representations and warranties may change
after the date of the Convertible Note, which subsequent information may or may
not be fully reflected in the Company's public disclosures. Other than as
disclosed in this Current Report on Form 8-K, as of the date of this Current
Report on Form 8-K, the Company is not aware of any material facts that are
required to be disclosed under the federal securities laws that would contradict
the representations and warranties in the Convertible Note. The Company will
provide additional disclosure in its public reports to the extent that it is
aware of the existence of any material facts that are required to be disclosed
under federal securities laws and that might otherwise contradict the
representations and warranties contained in the Convertible Note and will update
such disclosure as required by federal securities laws. Accordingly, the
Convertible Note should not be read alone, but should instead be read in
conjunction with the other information regarding the Company and its
subsidiaries that has been, is or will be contained in, or incorporated by
reference into, the Forms 10-K, Forms 10-Q, Forms 8-K, proxy statements,
registration statements and other documents that the Company files with the
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits. Exhibit No. Description 10.1 Convertible Promissory Note between the Company and Sixth StreetLending, LLC . datedJanuary 13, 2022 10.2 Securities Purchase Agreement between the Company and Sixth StreetLending, LLC datedJanuary 13, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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