Item 1.01 Unregistered Sales of
Exchange Agreements
On
Under the terms of the Exchange Agreements, the Shareholders agreed to exchange
an aggregate of 500,000 shares of common stock of the Company,
The issuances of Prefunded Warrants under the Exchange Agreements were made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended and Regulation D promulgated thereunder, because, among other things, the transaction did not involve a public offering, the Seller is an accredited investor, the Purchaser acquired the securities for investment and not resale, and the Company took appropriate measures to restrict the transfer of the securities.
The above description of the Exchange Agreements does not purport to be complete and is qualified in its entirety by the form of Exchange Agreement, which is incorporated herein and attached hereto as Exhibit 10.1.
Prefunded Warrants
In connection with the Exchange Agreement, as of the date of the Exchange
Agreement, the Company issued the Prefunded Warrants to the Shareholders. The
exercise price of each Prefunded Warrant is equal to
The above description of the Prefunded Warrants does not purport to be complete and is qualified in its entirety by the form of Prefunded Warrant, which is incorporated herein and attached hereto as Exhibit 4.1.
Item 3.02. Unregistered Sales of
The information contained above under Item 1.01 is hereby incorporated by reference in response to this Item 3.02 of Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Exhibit Title or Description 4.1 Form of Pre-Funded Common Stock Purchase Warrant 10.1 Form of Exchange Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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