Item 1.01 Entry into a Material Definitive Agreement.
(a)(1) SPYR, Inc. (the "Registrant") entered into a material definitive
agreement not made in the ordinary course of its business on September 20, 2021.
The parties to the agreement are the Registrant and Ares Capital, Inc., a
Washington corporation ("Ares"). A material relationship exists between the
Registrant and Ares. During fiscal year 2021, Ares loaned the Registrant an
aggregate of $198,333.
(a)(2) Pursuant to a Common Stock Purchase Agreement between the Registrant and
Ares, Ares agreed to invest up to Fourteen Million Dollars ($14,000,000.00) to
purchase the Registrant's Common Stock, par value $0.0001 per share.
Coincidentally, the Registrant and Ares entered into a Registration Rights
Agreement, as an inducement to Ares to execute and deliver the Common Stock
Purchase Agreement, whereby the Registrant agreed to provide certain
registration rights under the Securities Act of 1933, as amended, and the rules
and regulations thereunder, and applicable state securities laws, with respect
to the shares of Common Stock issuable for Ares' investment pursuant to the
Common Stock Purchase Agreement. The Common Stock Purchase Agreement terminates
five years after the Effective Date, or conditioned upon the following events:
(i) when Ares has purchased an aggregate of Fourteen Million Dollars
($14,000,000.00) in the Registrant's Common Stock; (ii) at such time that the
Registration Statement agreed to in the Registration Rights Agreement is no
longer in effect: (iii) upon Ares' material breach of contract; (iv) in the
event a voluntary or involuntary bankruptcy petition is filed concerning the
Registrant; or, (v) if a Custodian is appointed for the Registrant or for all or
substantially all of its property or the Registrant makes a general assignment
for the benefit of its creditors.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective September 17, 2021, the Registrant's Chief Financial Officer, Mr.
Barry Loveless, resigned. The Registrant is conducting a search for a
replacement.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Document Location
10.1 Equity Purchase Agreement Filed Herewith
10.2 Registration Rights Agreement Filed Herewith
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