Item 1.01 Entry into a Material Definitive Agreement.
On
In connection with the Private Placement, the Company agreed to file a
registration statement with the
The Warrants are exercisable beginning six months following the date of issuance and will expire five and one-half years following such date. Prior to expiration, subject to the terms and conditions set forth in the Warrants and assuming a registration statement covering the Warrant Shares is effective, the holders of such Warrants may exercise the Warrants for Warrant Shares by providing notice to the Company and paying the exercise price per share for each share so exercised.
In connection with the Private Placement, the Company entered into a
registration rights agreement (the "Registration Rights Agreement") with the
Purchasers, pursuant to which, among other things, the Company is required to
prepare and file with the
Pursuant to the Purchase Agreement, the Company agreed for a period beginning on the date of execution of the Purchase Agreement and ending 30 days following the date that the Registration Statement is declared effective not to issue, enter into an agreement to issue or announce the issuance or proposed issuance of the Warrant Shares or any other securities convertible into, or exercisable or exchangeable for, Warrant Shares or file any registration statement or any amendment or supplement thereto, in each case other than as contemplated pursuant to the Registration Rights Agreement.
The Company intends to use the net proceeds from the Private Placement for working capital, capital expenditures and general corporate purposes. The Company has granted the Purchasers indemnification rights with respect to its representations, warranties and agreements under the Purchase Agreement. The foregoing summary description of the Warrant, Registration Rights Agreement, and Purchase Agreement do not purport to be complete and is qualified in its entirety by reference to the forms of Warrant and Purchase Agreement, which are attached as Exhibits 4.1, 10.1 and 10.2 hereto, respectively, and incorporated herein by reference.
The representations, warranties and covenants contained in the Purchase
Agreement and the Warrants were made solely for the benefit of the parties to
the Purchase Agreement and the Warrants and may be subject to limitations agreed
upon by the contracting parties. Accordingly, the Purchase Agreement and form of
Warrant are incorporated herein by reference only to provide investors with
information regarding the terms of such documents and not to provide investors
with any other factual information regarding the Company or its business, and
should be read in conjunction with the disclosures in the Company's periodic
reports and other filings with the
Item 3.02 Unregistered Sales of
As described more fully in Item 1.01 above, which description is hereby incorporated by reference into this Item 3.02, the Company agreed to issue Shares and Warrants to the Purchasers, all of whom are accredited investors, in reliance on the
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exemption from registration provided by Section 4(a)(2) of the Securities Act of
1933, as amended (the "Securities Act"), and Rule 506 of Regulation D
promulgated thereunder. The Company will rely on this exemption from
registration based in part on representations made by the Purchasers. The
Shares, Warrants, and Warrant Shares have not been registered under the
Securities Act or applicable state securities laws and may not be offered or
sold in
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Item 8.01 Other Events.
On
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Exhibit Description 4.1 Form of Warrant 10.1 Form of Securities Purchase Agreement(1) 10.2 Form of Registration Rights Agreement 99.1 Press Release, datedJanuary 19, 2021 99.2 Press Release, datedJanuary 21, 2021
(1) Schedules and exhibits to this agreement have been omitted pursuant to Item
601(a)(5) of Regulation S-K.
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