Item 1.01 Entry into a Material Definitive Agreement.
Entry Into Stock Purchase and Option Agreement
On
The obligations of the Company under the Purchase Agreement are subject to the
receipt by the Company from
The proposed issuances of the Purchase Shares and Option Shares have not been
listed for trading on any national securities exchange and have not been
registered under the Securities and Exchange Act of 1933 in reliance on the
exemption from registration provided by Section 4(a)((2) of the Securities Act
and rules and regulations promulgated thereunder. The offering was made solely
to NCW in connection with the transactions contemplated by the Purchase and
Option Agreement. The Purchase Shares and Option Shares will be subject to
certain piggyback registration rights under the Purchase Agreement. Because the
Purchase Agreement was approved by the Company's Board of Directors prior NCW
acquiring any of the Purchase Shares or Option Shares, NCW is not an Acquiring
Person under the Rights Agreement between the Company and
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is attached to this Form 8-K as Exhibit 10 and incorporated herein by reference.
3.02. Unregistered Sales of
Stock Purchase and Option Agreement
The information disclosed under the heading "Entry Into Stock Purchase and Option Agreement" in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.02 by reference.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.1 Stock Purchase and Option Agreement datedOctober 15, 2021 withNCW, LLC 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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