Item 1.01 Entry into a Material Definitive Agreement.
On
In connection with the Offering, on
The Series A Preferred shall vote together with the common stock on an
as-converted basis, and not as a separate class, subject to the primary market
limitations, except that holders of Series A Preferred shall vote as a separate
class with respect to (a) amending, altering, or repealing any provision of the
Series A Certificate of Designation in a manner that adversely affects the
powers, preferences or rights of the Series A Preferred, (b) increasing the
number of authorized shares of Series A Preferred, (c) authorizing or issuing an
additional class or series of capital stock that ranks senior to or pari passu
with the Series A Preferred with respect to the distribution of assets on
liquidation, (d) authorizing, creating, incurring, assuming, guaranteeing or
suffering to exist any indebtedness for borrowed money of any kind in excess of
Holders of the Series A Preferred will be entitled to receive dividends, subject to the beneficial ownership and primary market limitations, payable in the form of that number of shares of Common Stock equal to 20% of the shares of Common Stock underlying the Series A Preferred then held by such holder on the 12 and 24 month anniversaries of the Effective Date. In addition, subject to the beneficial ownership and primary market limitations, holders of Series A Preferred will be entitled to receive dividends equal, on an as-if-converted to shares of Common Stock basis, and in the same form as dividends actually paid on shares of the common stock when, as, and if such dividends are paid on shares of the common stock. Notwithstanding the foregoing, to the extent that a holder's right to participate in any dividend in shares of common stock to which such holder is entitled would result in such holder exceeding the beneficial ownership and primary market limitations, then such holder shall not be entitled to participate in any such dividend to such extent and the portion of such shares that would cause such holder to exceed the beneficial ownership and primary market limitations shall be held in abeyance for the benefit of such holder until such time, if ever, as such holder's beneficial ownership thereof would not result in such holder exceeding the beneficial ownership and primary market limitations.
The Company and the investors in the Offering also executed a registration rights agreement (the "Registration Rights Agreement"), pursuant to which the Company agreed to file a registration statement covering the resale of the shares of Common Stock issuable upon conversion of the Series A Preferred within sixty days following the final closing of the Offering and to use its best efforts to cause such registration statement to become effective within 90 days of the filing date.
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The Company entered into a Placement Agency Agreement (the "Placement Agency
Agreement") with a registered broker dealer, which acted as the Company's
exclusive placement agent (the "Placement Agent") for the Offering. Pursuant to
the terms of the Placement Agency Agreement, in connection with the initial
closing of the Offering, the Company paid the Placement Agent an aggregate cash
fee of
Item 3.02 Unregistered Sales ofEquity Securities .
The response to this item is included in Item 1.01, Entry into a Material Definitive Agreement, and is incorporated herein in its entirety.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The Certificate of Incorporation of the Company authorizes the issuance of up to 10,000,000 shares of preferred stock and further authorizes the Board of the Company to fix and determine the designation, preferences, conversion rights, or other rights, including voting rights, qualifications, limitations, or restrictions of the preferred stock.
On
Item 9.01 Financial Statements and Exhibits. (d) Exhibits Index Exhibit No. Description
3.1 Certificate of Designation of Preferences, Rights and Limitations of the Series A Preferred Stock 104 Cover Page Interactive Data Filed (embedded within the Inline XBRL document)
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