Item 1.01 Entry into a Material Definitive Agreement.
On
In addition to the Note, the Company also issued the Warrant to the Investor.
The Warrant grants the Investor the right to purchase 187,500 shares of Common
Stock at an exercise price of
The Note and the Warrant were issued in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506(b) promulgated thereunder. The Investor is an accredited investor, as that term is defined in Regulation D of the Securities Act. Any additional warrants to be issued by the Company to the Investor pursuant to the Agreement will be issued in reliance on the same exemption.
The foregoing descriptions of the Agreement, the Note and the Warrant do not purport to be complete and are qualified in their entirety by reference to the complete texts of the form documents attached as exhibits hereto.
Item 2.03. Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 3.02. Unregistered Sales of
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 4.1 Form of Convertible Promissory Note 10.1 Form of Securities Purchase Agreement 10.2 Form of Common Stock Purchase Warrant
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