Item 1.01 Entry into a Material Definitive Agreement.
(a) Pursuant to a Common Stock Purchase Agreement between the Registrant and
Ares Capital, Inc. ("Ares") executed September 20, 2021, 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Rights Agreement is no longer in effect: (iii) upon Ares' material breach of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.
On April 26, 2022, the Registrant and Ares amended the Registration Rights
Agreement previously disclosed on Form 8-K filed September 23, 2001. No material
relationship between the Registrant or its affiliates and Ares, other than in
respect of the amendment to the material definitive agreement. The transaction
documents were amended to reflect Ares' waiver of the requirement that the
Registrant file a registration statement concerning the equity purchase
agreement within thirty days of September 20, 2021.
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