Item 1.01 Entry into a Material Definitive Agreement.
On
As compensation for the services and deliverables under the Work Order, the
Company shall pay PHP a cash fee of
In addition to the cash compensation, on the Effective Date, the Company issued a warrant to purchase shares of common stock, par value$0.0001 per share, of the Company (the "Common Stock") to PHP (the "Warrant"). The exercise price of the Warrant is$3.48 per share of Common Stock, which is equal to the Nasdaq Official Closing Price of a share of Common Stock on the trading day immediately prior to the Effective Date. The Warrant is exercisable for up to an aggregate of 6,824,712 shares of Common Stock, and vests in three separate tranches as follows: • 3,591,954 shares of Common Stock underlying the Warrant vests if the Company's Market Capitalization (as defined below) equals or exceeds$758,517,511.00 byNovember 15, 2028 ; • 1,795,977 shares of Common Stock underlying the Warrant vests if the Company's Market Capitalization equals or exceeds$1,137,776,266.00 byNovember 15, 2029 ; and • 1,436,781 shares of Common Stock underlying the Warrant vests if the Company's Market Capitalization equals or exceeds$1,517,035,022.00 byNovember 15, 2030 .
For purposes of the Warrant, the term "Market Capitalization" means, with
respect to a particular trading day, the total value of the outstanding shares
of Common Stock on such date, calculated by multiplying the Company's volume
weighted average price for the ten (10) trading days immediately preceding such
date by the Company's total number of outstanding shares of Common Stock as
reflected in (i) the Company's most recent periodic or annual report filed with
the
The Warrant is exercisable for ten years from the Effective Date with respect to
the vested portion(s) of the Warrant. The Warrant may be exercised by cash
exercise or, at the election of PHP, by means of "cashless exercise" pursuant to
a formula set forth in the Warrant. The Company has also granted PHP certain
"piggyback" registration rights requiring the Company to register any shares of
Common Stock underlying the Warrant for resale with the
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Upon the consummation of a change of control of the Company (as defined in the
Warrant) on or prior to
The description of the MSA, the Work Order and the Warrant does not purport to
be complete and is qualified in its entirety by reference to the complete text
of the MSA, the Work Order and the Warrant, respectively, each of which will be
filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal
year ending
Item 3.02. Unregistered Sales of
The information regarding the Warrant and the shares of Common Stock issuable upon the exercise thereof included under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
The Warrant and the shares of Common Stock issuable upon exercise thereof are
being offered and sold without registration under the Securities Act of 1933, as
amended (the "Securities Act"), pursuant to the exemption provided by
Section 4(a)(2) of the Securities Act and Rule 506 promulgated thereunder as
transactions not involving a public offering, as well as similar exemptions
under applicable state securities laws, in reliance upon the following facts: no
general solicitation was used in the offer or sale of such securities; the
recipient of the securities had adequate access to information about the
Company; the recipient of such securities represented its acquisition thereof as
principal for its own account and its lack of any arrangements or understandings
regarding the distribution of such securities; the recipient of such securities
represented its capability of evaluating the merits of an investment in the
Company's securities due to its knowledge, sophistication and experience in
business and financial matters; and such securities were issued as restricted
securities with restricted legends referring to the Securities Act. No such
securities may be offered or sold in
Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 Press Release, datedNovember 17, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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