Item 1.01 Entry into a Material Definitive Agreement.
Securities Purchase Agreement
On
The Guarantors have agreed, jointly and severally, to unconditionally guarantee the debt, liabilities, and obligations of the Company under the SPA, Note, and other transaction documents.
The Company has agreed to file a registration statement under the Act
registering the resale of the Commitment Shares and the shares of Common Stock
underlying the Warrants no later than
The Company has agreed to provide customary indemnification to the Purchasers and their affiliates.
A.G.P /
Senior Secured Notes and Security Agreement
On
Beginning in
The obligations of the Company under the Notes are secured by substantially all
of the assets of the Company and its subsidiaries, including all personal
property and all proceeds and products thereof, goods, contract rights and other
general intangibles, accounts receivable, intellectual property, equipment, and
deposit accounts and a lien on certain real estate. The Notes contains certain
restrictions and covenants, which, among other things, subject to certain
exceptions, restrict the Company's ability to incur additional debt or make
guarantees, sell assets, make investments or loans, make distributions or create
liens or other encumbrances. The Notes also require that the Company comply with
certain financial covenants, including maintaining minimum cash, minimum
adjusted EBITDA, minimum revenue, and a maximum ratio of cash in foreign bank
accounts to cash in
The Note contains customary events of default, including failure to pay any principal or interest when due, failure to perform or observe covenants, breaches of representations and warranties, certain cross defaults, certain bankruptcy related events, monetary judgments defaults, material adverse effect defaults, change of management defaults, and a change in control. Upon the occurrence of an event of default, the outstanding obligations may be accelerated and become immediately due and payable and interest on the obligations increases to an annual rate of 12.00%.
Warrants
On
The summary of the Series A Warrant, Series B Warrant, SPA, Note, and Security Agreement in this Current Report on Form 8-K is qualified by reference to the full text of the Series A Warrant, Series B Warrant, SPA, Note, and Security Agreement, which are included as Exhibits 4.1, 4.2, 10.1, 10.2, and 10.3, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
The SPA has been attached as an exhibit to this report to provide investors and security holders with information regarding its terms. It is not intended to provide any other information about the Company or its subsidiaries and affiliates. The representations, warranties and covenants in the SPA were made only for purposes of such agreements and as of specific dates, are solely for . . .
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 3.02 Unregistered Sales of
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. The Commitment Shares and Warrants were offered and sold in reliance upon exemptions from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended ("Securities Act") and Rule 506 of Regulation D promulgated thereunder.
ITEM 7.01. Regulation FD Disclosure.
On
The information under Item 7.01 and in Exhibit 99.1 of this report is being furnished and not "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section. The information under Item 7.01 and in Exhibit 99.1 of this report are not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description
4.1 Series A Warrant, datedDecember 1, 2020 4.2 Series B Warrant, datedDecember 1, 2020 10.1* Securities Purchase Agreement, datedNovember 30, 2020 10.2 Senior Secured Note, datedDecember 1, 2020 10.3 Security Agreement, datedDecember 1, 2020 99.1 Press Release datedDecember 1, 2020
* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of
Regulation S-K.
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