Item 1.01 Entry into a Material Definitive Agreement
On
The description of the Repurchase Agreement is qualified in its entirety by the terms of such agreement, which is incorporated herein by reference and attached to this report as Exhibit 1.1.
Item 3.02 Unregistered Sales of
The information set forth in Item 1.01 with respect to the issuance of Common Stock is incorporated into this Item 3.02 by reference.
Pursuant to the Repurchase Agreement, the Company will issue shares of Common Stock as consideration for the exchange of the Preferred Stock, pursuant to the exemption provided by either Section 3(a)(9) of the Securities Act of 1933, as amended (the "Securities Act") or Section 4(a)(2) for transactions not involving any public offering.
The Common Stock has not been registered under the Securities Act and may not be
offered or sold in
Item 7.01 Regulation FD Disclosure.
On
The information, including the press release, furnished under this Item 7.01 shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any other filing by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed herewith:
Exhibit No. Description 1.1 Repurchase Agreement dated as ofJune 30, 2022 , by and between
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