Item 1.01. Entry Into a Material Definitive Agreement.
Note and Warrant Purchase Agreement
On
The principal amount outstanding under the Note bears interest at the rate of
11.0% per annum, and interest is payable in cash on a quarterly basis, except
that, (a) at Odyssey's option and upon notice to the holder of the Note, any
quarterly interest payment may be satisfied, in lieu of paying such cash
interest, by adding an equivalent amount to the principal amount of the Note
("PIK Interest"), and (b) the first quarterly interest payment due under the
Note will be satisfied with PIK Interest. The Note provides Odyssey with the
right, but not the obligation, upon notice to the holder of the Note to redeem
(x) at any time before the first anniversary of the issuance of the Note, all or
any portion of the indebtedness outstanding under the Note (together with all
accrued and unpaid interest, including PIK Interest) for an amount equal to one
hundred twenty percent (120%) of the outstanding principal amount so being
redeemed, and (y) at any time on or after the first anniversary of the issuance
of the Note, all or any portion of the indebtedness outstanding under the Note
(together with all accrued and unpaid interest, including PIK Interest). Unless
the Note is sooner redeemed at Odyssey's option, all indebtedness under the Note
is due and payable on
Under the terms of the Warrant, the holder has the right for a period of three
years after issuance to purchase up to 3,703,704 shares of Odyssey's common
stock at an exercise price of
In connection with the execution and delivery of the Purchase Agreement, Odyssey
entered into a registration rights agreement (the "Registration Rights
Agreement") pursuant to which Odyssey agreed to register the offer and sale of
the shares (the "Exercise Shares") of Odyssey common stock issuable upon
exercise of the Warrant. Pursuant to the Registration Rights Agreement, Odyssey
agreed to prepare and file with the
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The Purchase Agreement, the Note, the Warrant, and the Registration Rights Agreement also include representations and warranties, covenants, conditions, and other provisions customary for comparable transactions.
The foregoing descriptions of the Purchase Agreement, the Note, the Warrant, and the Registration Rights Agreement are summaries and do not purport to be complete descriptions of all of the terms of such documents and are qualified in their entirety by reference to such documents, which are attached hereto as Exhibits 10.1, 10.2, 10.3, and 10.4, respectively.
Settlement, Release and Termination Agreement
On
Item 1.02 Termination of a Material Definitive Agreement.
The disclosure set forth above under Item 1.01 (Entry Into a Material Definitive Agreement) is hereby incorporated by reference into this Item 1.02.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth above under Item 1.01 (Entry Into a Material Definitive Agreement) is hereby incorporated by reference into this Item 2.03.
Item 3.02. Unregistered Sales of
The disclosure set forth above under Item 1.01 (Entry Into a Material Definitive Agreement) is hereby incorporated by reference into this Item 3.02.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Shell Company Transactions.
Not applicable. (d) Exhibits. 10.1 Note and Warrant Purchase Agreement datedMarch 6, 2023 . 10.2 Promissory Note datedMarch 6, 2023 . 10.3 Warrant to Purchase Common Stock datedMarch 6, 2023 . 10.4 Registration Rights Agreement datedMarch 6, 2023 . 10.5 Settlement, Release and Termination Agreement datedMarch 3, 2023 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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