Item 1.01 Entry into a Material Definitive Agreement.
On
In connection with the Subscription Agreement, the Company also entered into a Registration Rights Agreement with the Investors, pursuant to which the Company agreed to register all of the shares of common stock issued in the Offering, including the shares of common stock underlying the warrant issued to the placement agent.
Pursuant to the Offering, the Company paid a cash placement agent fee of
The Subscription Agreement also contains customary representation and warranties of the Company and the Investors, indemnification obligations of the Company, termination provisions, and other obligations and rights of the parties.
The foregoing description of the Subscription Agreement, Registration Rights Agreement and form of Placement Agent Warrants is qualified by reference to the full text of the forms of Subscription Agreement, Registration Rights Agreement and form of Placement Agent Warrants, which are filed as Exhibits hereto and incorporated herein by reference.
Neither this Current Report on Form 8-K, nor any exhibit attached hereto, is an
offer to sell or the solicitation of an offer to buy the Shares described
herein. Such disclosure does not constitute an offer to sell, or the
solicitation of an offer to buy nor shall there be any sales of the Company's
securities in any state in which such offer, solicitation or sale would be
unlawful. The securities mentioned herein have not been registered under the
United States Securities Act of 1933, as amended, and may not be offered or sold
in
Item 3.02 Unregistered Sales of
The information contained above under Item 1.01, to the extent applicable, is
hereby incorporated by reference herein. Based in part upon the representations
of the Investors in the Subscription Agreement, the offering and sale of the
shares of common stock was made in reliance on the exemption afforded by Section
4(a)(2) of the Securities Act and Rule 506 of Regulation D under the Securities
Act and corresponding provisions of state securities or "blue sky" laws. The
shares of common stock have not been registered under the Securities Act or any
state securities laws and may not be offered or sold in
Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of common stock or other securities of the Company.
1 Item 8.01 Other Events.
The Company issued a press release on
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Exhibit 4.2 Form of Placement Agent Warrant 10.1 Subscription Agreement 10.2 Registration Rights Agreement 99.1 Press Release 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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