Item 1.01 Entry into a Material Definitive Agreement.
The information set forth in Item 3.02 regarding the Private Placement is hereby incorporated by reference into this Item 1.01.
Item 3.02 Unregistered Sales of
On
Pursuant to the Private Placement, the Company sold 18 million units of the
Company (the "Units") for a purchase price of US
Proceeds from the Private Placement are contemplated to be used for working capital purposes, automation investments, and expansion into new markets.
Certain officers and directors of the Company purchased an aggregate of
2,900,000 Units pursuant to the Private Placement on the same terms as the other
participants in the Private Placement. Participation by such insiders of the
Company in the Private Placement was considered a "related party transaction"
under relevant
The Units, their components and underlying securities were offered and will be
issued in reliance upon Rule 506(b) of Regulation D promulgated under the
Securities Act of 1933, as amended (the "Securities Act"), as a transaction not
requiring registration under Section 5 of the Securities Act. Each investor
represented that it is an accredited investor and that it is acquiring the
securities for investment purposes only and not with a view to any resale,
distribution or other disposition of such securities in violation of
Pursuant to the terms of the subscription agreements, the Company has agreed to register the Shares included in the Units and the Warrant Shares issuable upon exercise of the Warrants for resale within 75 days of the closing date.
The foregoing summaries of the terms of the subscription agreements and warrants does not purport to be complete and are qualified in their entirety by reference to the complete text of the form of subscription agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference, and to the complete text of the form of warrant, which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.
2
Item 9.01 Financial Statements and Exhibits
Number Exhibit 10.1 Form of Subscription Agreement 10.2 Form of Warrant 99.1 Press Release dated as ofAugust 31, 2021 3
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