Item 1.01 Entry into a Material Definitive Agreement.
On
Under the terms of the SPA, the Investors shall have piggy-back registration rights to have the shares issued pursuant to the SPA included as part of any registration of securities filed by the Company (other than pursuant to Form S-4, Form S-8, or any equivalent form).
In connection with the Offering the Company issued an advisor 100,000 shares of
the Company's common stock and warrants to purchase an additional 325,000 shares
of the Company's common stock, at an initial exercise price) of
Item 1.01 of this Current Report on Form 8-K contains only a brief description
of the material terms of the SPA and does not purport to be a complete
description of the rights and obligations of the parties thereunder, and such
descriptions are qualified in their entirety by reference to the full text of
the form of SPA which will be filed as an exhibit no later than with the
Company's Form 10-Q for the quarter ending
Item 3.02 Unregistered Sales of
The applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. The Shares were not registered under the Securities Act, but were issued in reliance on the exemption from registration set forth in Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D and Regulation S thereunder.
Of the 3,740,000 shares issued: (i) 732,500 shares were issued pursuant to the
exemption from registration under the Securities Act of 1933, as amended,
provided by Section 4(a)(2) and/or Rule 506 of Regulation D promulgated under
the Securities Act of 1933, as amended, to 19 investors each of who were an
"accredited investor" within the meaning ascribed to that term in Regulation D;
and (ii) 3,007,500 shares were used to 75 non-
In connection with the Offering the Company also issued an advisor 100,000
shares of the Company's common stock and warrants to purchase an additional
325,000 shares of the Company's common stock, at an initial exercise price of
Item 3.02 of this Current Report on Form 8-K contains only a brief description
of the material terms of the Warrant and does not purport to be a complete
description of the rights and obligations of the parties thereunder, and such
descriptions are qualified in their entirety by reference to the full text of
the form of Warrant which will be filed as an exhibit no later than with the
Company's Form 10-Q for the quarter ending
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