ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On
Forward-Looking Statements and Limitation on Representations
This Current Report on Form 8-K includes forward-looking statements relating to
matters that are not historical facts. Forward-looking statements may be
identified by the use of words such as "expect," "intend," "believe," "will,"
"should," "would" or comparable terminology or by discussions of strategy. While
the Company believes its assumptions and expectations underlying forward-looking
statements are reasonable, there can be no assurance that actual results will
not be materially different. Risks and uncertainties that could cause materially
different results include, among others, the Company's ability to consummate the
transaction described above, the Company's ability to pay any interest,
additional amount and principal on the Promissory Note issued on
The Note and other disclosures included in this Current Report on Form 8-K are
intended to provide shareholders and investors with information regarding the
terms of the Note, and not to provide shareholders and investors with any other
factual information regarding the Company or its subsidiaries or their
respective business. You should not rely on the representations and warranties
in the Note or any descriptions thereof as characterizations of the actual state
of facts or condition of the Company or any of its subsidiaries or affiliates.
Moreover, information concerning the subject matter of the representations and
warranties may change after the date of the Note, which subsequent information
may or may not be fully reflected in the Company's public disclosures. Other
than as disclosed in this Current Report on Form 8-K, as of the date of this
Current Report on Form 8-K, the Company is not aware of any material facts that
are required to be disclosed under the federal securities laws that would
contradict the representations and warranties in the Note. The Company will
provide additional disclosure in its public reports to the extent that it is
aware of the existence of any material facts that are required to be disclosed
under federal securities laws and that might otherwise contradict the
representations and warranties contained in the Note and will update such
disclosure as required by federal securities laws. Accordingly, the Note should
not be read alone, but should instead be read in conjunction with the other
information regarding the Company and its subsidiaries that has been, is or will
be contained in, or incorporated by reference into, the Forms 10-K, Forms 10-Q,
Forms 8-K, proxy statements, registration statements and other documents that
the Company files with the
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT.
The information included in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits. Exhibit Document Description 10.1 Promissory Note by and betweenStealth Technologies, Inc. and LawOffice of Robert Eckard & Associates , P.A .
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