Item 8.01 Other Events.
Closing of Private Placement of Common Stock and Non-Voting Preferred Stock
As previously reported in a Current Report on Form 8-K , on
The Closing occurred on
A copy of the Purchase Agreement is filed as Exhibit 99.1 to this report.
On
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Class A-4 Certificate of Designation
On
Each share of Class A-4 convertible preferred stock is convertible into 10 shares of Common Stock, subject to proportional adjustment as provided in the Class A-4 Certificate of Designation. In the event of the Company's liquidation, dissolution or winding up, holders of Class A-4 convertible preferred stock will participate pari passu with any distribution of proceeds to holders of Common Stock, holders of the Company's Class A-1 convertible preferred stock, holders of the Company's Class A-2 convertible preferred stock, holders of the Company's Class A-3 convertible preferred stock and the holders of any series of class of the Company's preferred stock or other capital stock thereafter created ranking on its terms on parity with the Class A-4 convertible preferred stock or the Common Stock. Holders of Class A-4 convertible preferred stock are entitled to receive dividends on shares of Class A-4 convertible preferred stock equal (on an as converted to Common Stock basis) to and in the same form as dividends actually paid on the Common Stock. Shares of Class A-4 convertible preferred stock generally have no voting rights, except as required by law.
The foregoing is only a summary of the terms of the Class A-4 Certificate of Designation, does not purport to be complete and is qualified in its entirety by reference to the full text of the Class A-4 Certificate of Designation, a copy of which is attached to this report as Exhibit 3.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits 3.1 Certificate of Designation of Preferences, Rights and Limitations of Class A-4 Convertible Preferred Stock. 4.1 Reference is made to Exhibit 3.1. 99.1 Securities Purchase Agreement, datedNovember 24, 2021 , by and among the Company and the Purchasers. 99.2 Press release, datedNovember 30, 2021 . 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)
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