Item 1.01. Entry Into a Material Definitive Agreement.
On
Subject to certain ownership limitations, the Common Warrants are exercisable
six months from issuance. Each Pre-Funded Warrant is exercisable into one share
of Common Stock at a price per share of
The closing of the sales of these securities under the Purchase Agreement is
expected to occur on or about
The gross proceeds to the Company from the Private Placement are expected to be
approximately
The Shares, the Warrants and the shares of common stock issuable upon the exercise of the Warrants will be sold and issued without registration under the Securities Act of 1933 (the "Securities Act") in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and Rule 506 promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws.
In connection with the Private Placement, the Company and the investors also
entered into a Registration Rights Agreement (the "Registration Rights
Agreement"), pursuant to which the Company is required to file a registration
statement with the
The representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement. In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the Purchase Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, the Purchase Agreement is included with this filing only to provide investors with information regarding the terms of transaction, and not to provide investors with any other factual information regarding the Company. Stockholders should not rely on the representations, warranties and covenants 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 Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.
The Purchase Agreement, the form of Registration Rights Agreement, the form of Pre-Funded Warrant and the form of Common Warrant are filed as Exhibits 10.1, 10.2, 4.1 and 4.2, respectively, to this Current Report on Form 8-K. The foregoing summaries of the terms of these documents are subject to, and qualified in their entirety by, such documents, which are incorporated herein by reference.
Item 3.02. Unregistered Sale of
The information contained above in Item 1.01 related to the Shares, the Warrants and the shares of common stock underlying the Warrants is hereby incorporated by reference into this Item 3.02.
1 Item 8.01. Other Events.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The Company hereby files or furnishes, as applicable, the following exhibits:
Exhibit No. Description
4.1 Form of Pre-Funded Warrant 4.2 Form of Common Warrant 10.1* Form of Securities Purchase Agreement 10.2 Form of Registration Rights Agreement 99.1** Press Release of the registrant datedJanuary 26, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of
Regulation S-K. The registrant hereby undertakes to furnish copies of any of
the omitted schedules and exhibits upon request by the
Exchange Commission . ** Furnished but not filed. 2
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