Item 1.01 Entry into a Material Definitive Agreement.
On
The Note accrues interest at an annual interest rate of 8% and a default rate of
22%, and matures on
The Company has the right to prepay the outstanding principal amount of the Note, plus any accrued interest on the outstanding principal (including any default interest) at a rate of (x) 110% during the period ending 60 days after the Issue Date, (y) 115% during the period between 61 days and 180 days after the Issue Date and (z) 120% during the period between 180 days and 730 days after the Issue Date.
The foregoing description of the Securities Purchase Agreement, the Note and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Securities Purchase Agreement and the Note which are included in this Current Report as Exhibits 10.1 and 10.2, respectively, and are 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.
Please see the disclosures under Item 1.01 above.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number: Description: 10.1 Securities Purchase Agreement, datedNovember 4, 2022 10.2 Convertible Promissory Note, datedNovember 4, 2022 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL 2
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