Item 1.01 Entry into a Material Definitive Agreement.
On
The Company intends to invest the proceeds of this offering in accordance with its investment strategy. The issuance of the Common Stock will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) thereof and Regulation D thereunder. The Company relied, in part, upon representations from investors in the relevant Subscription Agreements that each Investor is an "accredited investor," as defined in Regulation D under the Securities Act. Under the Purchase Agreements, the Company has agreed to consummate a Liquidity Event (as defined in the Purchase Agreement) of 100% of the shares of Common Stock within three years of the date of the Purchase Agreements, subject to the terms and conditions set forth in the Purchase Agreement.
The description above is only a summary of the material provisions of the Purchase Agreements and Subscription Agreements and is qualified in its entirety by reference to copies of the forms of the Purchase Agreement and the Subscription Agreement, which are filed as Exhibit 1.1 and Exhibit 1.2 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 1.1 Form of Purchase Agreement. 1.2 Form of Subscription Agreement.
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