ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On
The foregoing descriptions of the Exchange Agreement are not complete and are qualified in their entireties by reference to the full text of the Exchange Agreement, copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
ITEM 2.03. CREATION OF A 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, to the extent required by this Item 2.03, is incorporated herein by reference.
Item 3.02 Unregistered Sales of
The information contained above in Item 1.01 regarding the issuance of the Shares pursuant to the Exchange Agreement is hereby incorporated by reference into this Item 3.02. The offer and sale of such Shares were not registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on an exemption from registration under Section 3(a)(9) of the Securities Act, in that (a) the Shares were issued in exchange for the Partitioned Promissory Note held by the Lender; (b) there was no additional consideration of value being delivered by the Lender in connection with the exchange; and (c) there were no commissions or other remuneration being paid by the Company in connection with the exchange.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits Exhibit Description 10.1 Exchange Agreement between the Company andAtlas Sciences, LLC , datedJanuary 27, 2020 1
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