Item 1.01. Entry into a Material Definitive Agreement.
On
The parties to the SPA have each made customary representations, warranties and
covenants, including, among other things, (a) the Investors are "non-
The SPA is subject to various conditions to closing including Nasdaq's completion of its review of the notification to Nasdaq regarding the listing of the Shares. The Shares to be issued in the Common Stock PIPE are exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Regulation S promulgated thereunder.
The net proceeds of the Common Stock PIPE shall be used by the Company in connection with the Company's general corporate purposes, working capital, or other related business as approved by the board of directors of the Company.
The form of the SPA is filed as Exhibit 10.1 to this Current Report on Form 8-K, and such document is incorporated herein by reference. The foregoing is only a brief description of the material terms of the SPA, and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibit.
Item 3.02 Unregistered Sales of
The information set forth in Item 1.01 hereof is hereby incorporated by reference into this Item 3.02.
The offer and sale of the shares of the Common Stock pursuant to the SPA will
not be registered under the Securities Act, in reliance on the exemption from
registration provided by Section 4(a)(2) of the Securities Act and/or Regulation
S promulgated thereunder. The Shares have not been offered or sold in
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1 Form of Common Stock Securities Purchase Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1
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