Item 1.01 Entry into a Material Definitive Agreement.
Effective
A portion of the proceeds from the sale of the Note were used by the parties to
satisfy all remaining amounts due under a convertible promissory note dated
The Note has a maturity date of
Following an event of default, and subject to certain limitations, the outstanding amount of the Note may be converted into shares of Company common stock. Amounts due under the Note would be converted into shares of the Company's common stock at a conversion price equal to 75% of the lowest trading price with a 10-day lookback immediately preceding the date of conversion. In no event may the lender effect a conversion if such conversion, along with all other shares of Company common stock beneficially owned by the lender and its affiliates would exceed 4.99% of the outstanding shares of Company common stock. In addition, upon the occurrence and during the continuation of an event of default the Note will become immediately due and payable and the Company shall pay to the lender, in full satisfaction of its obligations thereunder, additional amounts as set forth in the Note.
The foregoing descriptions of SPA and Note, do not purport to be complete and are qualified in their entirety by the full text of the forms of the of SPA and Note which will be filed as exhibits to a current or quarterly report to be filed by the Company.
The offer and sale of the Note to Diagonal was made in a private transaction exempt from the registration requirements of the Securities Act of 1933 in reliance on exemptions afforded by Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) of Regulation D promulgated thereunder.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 is incorporated herein by reference.
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