Item 1.01 Entry into a Material Definitive Agreement
On
Further, in connection with the SPA, the Company also issued a Common Stock
Purchase Warrant to certain investors, which are exercisable on or prior to the
close of business on the five (5) year anniversary of the initial exercise date,
to purchase up to a certain amount of shares of Common Stock, with 20% of the
shares of Common Stock issuable upon conversion of the Convertible Promissory
Note purchased by the Holder, pursuant to the SPA between the Holder and the
Company. The Company issued Warrants to purchase an aggregate of 13,500 shares
of Common Stock. The exercise price per share of the Common Stock under this
Warrant is
The following summary of the SPA, Convertible Promissory Note and Purchase Warrant are qualified in their entirety by reference to the full text of the SPA, Convertible Promissory Note and Common Stock Purchase Warrant, copies of which are attached as Exhibit 10.1, 10.2, and 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.
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 1.01 is incorporated by reference herein.
Item 3.02 Unregistered Sales of
The information set forth in Item 1.01 of this Current Report on Form 8-K concerning the offer and sale of the Notes and Warrants to the Purchasers pursuant to the SPA is incorporated herein by reference. The shares of Common Stock issued and sold under the SPA as described in Item 1.01 were offered and sold by the Company in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D thereunder.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
The following exhibits are filed as part of this report:
Item 9.01 Exhibits Exhibit No. Description Exhibit 10.1 Form of Securities Purchase Agreement Exhibit 10.2 Form of Convertible Promissory Note Exhibit 10.3 Form of Common Stock Purchase Warrant 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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