Item 1.01 Entry into a Material Definitive Agreement.
On
In reliance on the Purchasers' representations to the Company, the Shares to be issued in the Offering are not subject to the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Regulation S promulgated thereunder.
The SPA contains customary representations and warranties of the Company and the Purchasers, indemnification obligations of the Purchasers, and other obligations and rights of the parties. Additionally, the closing of the Offering is conditioned upon the consummation of certain matters by the Company, including (i) obtaining the approval of the Company's stockholders holding the majority issued and outstanding voting securities of the Company; and (ii) if required by the Nasdaq Listing Rules, submitting a Listing of Additional Shares Notification Form to Nasdaq and obtaining the approval by Nasdaq of the transactions contemplated thereby.
The foregoing description of the SPA does not purport to be complete and is qualified in its entirety by reference to the full text of the Form of the SPA, a copy of which is filed herewith as Exhibit 10.1 and is incorporated by reference herein.
Item 3.02 Unregistered Sales of
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.02 in its entirety.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits Exhibit Number Description 10.1 Form of Stock Purchase Agreement by and between the Company and the Purchasers 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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