Item 1.01. Entry into a Material Definitive Agreement
On
As part of these services the Consultants will:
? arrange meetings and conference calls with retail brokers, special situation funds and institutions, ? sponsor non-deal road shows for the Company with investment banks to target both retail and institutional investors, and ? secure invitations to industry conferences for Company to make presentations.
In consideration for these services, the Company will issue to the Consultants:
? 200,000 restricted shares of the Company's common stock; ? a warrant which will allow the Consultants to purchase 200,000 shares of the Company's common stock at any time on or beforeOctober 26, 2023 at a price of$1.00 per share; and ? a warrant which will allow the Consultants to purchase 200,000 shares of the Company's common stock at any time on or beforeOctober 26, 2024 at a price of$1.00 per share.
The Company will also pay the Consultants
Item 3.02. Unregistered Sale of
The Company relied upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933 in connection with issuance of the securities described in Item 1.01 of this report. The persons who acquired these securities were sophisticated investors and were provided full information regarding the Company's operations. There was no general solicitation in connection with the issuance of the securities described in Item 1.01 of this report. The persons who acquired these securities acquired them for their own accounts. The certificates representing these securities will bear restricted legends providing that they cannot be sold except pursuant to an effective registration statement or an exemption from registration.
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