Item 1.01. Entry into a Material Agreement.
On
The Registered Offering resulted in gross proceeds of approximately
The Purchase Agreement also contains customary conditions to closing, representations and warranties of the Company, and termination rights of the parties, as well as certain indemnification obligations of the Company and ongoing covenants for the Company, including a prohibition on the Company conducting certain variable rate transactions for a period of 180 days from the closing of the Registered Offering, subject to certain exceptions.
Placement Agent's Fees and Expenses
Pursuant to an engagement agreement, dated
The Company has issued to the Placement Agents, or its designees, warrants (the
"Placement Agents' Warrants") to purchase up to 113,310 shares of Common Stock,
which represents 10 % of the Shares sold in the Registered Offering. The
Placement Agents' Warrants have an exercise price of
The foregoing summaries of the Purchase Agreement and the Placement Agents' Warrants do not purport to be complete and are subject to, and qualified in their entirety by, such documents attached as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K (the "Report"), and which are incorporated herein in their entirety by reference.
The Company is filing the opinion of its counsel, TroyGould PC, relating to the legality of the issuance and sale of the Shares, as Exhibit 5.1 hereto and is incorporated by reference.
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This Report does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Item 3.02. Unregistered Sales of
The information set forth in Item 1.01 of this Current Report on Form 8-K under
the heading "Placement Agent Fees and Expenses" is hereby incorporated by
reference into this Item 3.02 in its entirety. The Placement Agent Warrants and
the shares of Common Stock underlying the Placement Agent Warrants have not been
registered under the Securities Act and have been issued in reliance on an
exemption from the registration requirements of the Securities Act afforded by
Section 4(a)(2) thereof. The Placement Agent Warrants and the shares of the
Company's Common Stock underlying the Placement Agent Warrants may not be
offered or sold in
Item 8.01. Other Events.
The information in Item 1.01 above is hereby incorporated by reference into this
Item 8.01. In connection with the Registered Offering, on
Item 9.01. Financial Statements and Exhibits.
(d) There is filed as part of this report the exhibits listed on the accompanying Index to Exhibits which exhibit is incorporated herein by reference
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