Item 1.01. Entry into a Material Definitive Agreement.
Pursuant to a Securities Purchase Agreement dated
The transactions contemplated by the SPA were consummated on
The Senior Note is due 12 months from its issuance date and is secured by all of
our assets and the assets of each of our subsidiaries pursuant to the Security
Agreement. The security interest granted to the Investor under the Security
Agreement is subordinate to the continuing security interest that remains in
effect pursuant to the previous grant of a security interest in connection with
a still-outstanding debenture to an earlier investor. Initially, the Senior Note
is convertible into shares of our Common Stock (the "Conversion Shares") at a
fixed conversion price of
At our option, we have the right to redeem, in full, the outstanding principal
and interest under the Senior Note prior to its maturity date; provided, that,
as of the date of the then-holder's receipt of the redemption notice there has
not been an Event of Default. We must pay an amount equal to the principal
amount being redeemed plus outstanding and accrued interest thereon, as well as
a
2
We also granted the Warrant to purchase up to an aggregate of the 100,000,000
Warrant Shares. The Warrant has a five-year term and is immediately exercisable
at an exercise price of
The Warrant contains an adjustment provision that, subject to certain exceptions, reduces the exercise price if we issue shares of our Common Stock or common stock equivalents at a price lower than the then-current exercise price of the Warrant. Any stock splits, reverse stock splits, recapitalizations, mergers, combinations and asset sales, stock dividends, and similar events will result in an equitable adjustment of the exercise price of the Warrant and also, in certain circumstances, the number of Warrant Shares. The Warrant is subject to an "exercise blocker," such that the Investor cannot exercise any portion of the Warrant that would result in the Investor and its affiliates holding more than 4.99% of the then-issued and outstanding shares of our Common Stock following such exercise (excluding, for purposes of such determination, shares of the Common Stock issuable upon exercise of the Warrant or conversion of the Senior Note that had not then been exercised or converted, respectively).
The foregoing brief summary description of certain terms and provisions of the Senior Note and the Warrant, and the SPA, and the Security Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of each of such agreements, a copy of the form of each of which is attached to this Current Report on Form 8-K, as Exhibits 4.10, 4.11, 10.48, and 10.49, respectively. Readers are encouraged to read each Exhibit in full for a more comprehensive understanding of the transaction described herein.
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 above is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 4.10 Form of Secured Convertible Senior Note of the registrant sold and issued toMast Hill Fund, L.P. , datedJuly 28, 2022 . 4.11 Form of Warrant of the registrant granted toMast Hill Fund, L.P. , datedJuly 28, 2022 . 10.48 Form of Securities Purchase Agreement between the registrant andMast Hill Fund, L.P. , for a transaction that closed and funded onJuly 29, 2022 . 10.49 Form of Security Agreement of the registrant and its subsidiaries in favor ofMast Hill Fund, L.P. , for a transaction that closed and funded onJuly 29, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3
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