Item 1.01 Entry into a Material Definitive Agreement.
Offering
On
Pursuant to the Purchase Agreements, the Company has agreed to indemnify the Investors for liabilities arising out of or relating to (i) any breach of any of the representations, warranties, covenants or agreements made by the Company or its subsidiary in the Purchase Agreements or related documents or (ii) any action instituted against an Investor with respect to the Offering, subject to certain exceptions. The Purchase Agreements also contains customary representations and warranties and covenants of the Company and was subject to customary closing conditions.
The Series A Preferred were offered and sold exclusively to accredited investors in a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), as a transaction not involving a public offering, pursuant to Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. The Investors represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates and book entry statements issued in the transaction. The offer and sale of the securities were made without any general solicitation or advertising.
The foregoing summary of the Purchase Agreements does not purport to be complete and is qualified in its entirety by reference to the complete text of the form of Purchase Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Amendment of Notes Payable and Other Financing Agreements
On
On the Closing Date,
Conversion of Notes Payable and Other Financing Agreements
In connection with the Closing, on the Closing Date, the Outstanding Note, with
an aggregate of
1
Item 1.02 Termination of a Material Definitive Agreement.
The disclosures required by Item 1.02 are set forth above under Item 1.01 and are incorporated herein by reference.
Item 3.02. Unregistered Sales of
The disclosures required by Item 3.02 are set forth above under Item 1.01 and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Exhibit Description 10.1 Form of Securities Purchase Agreement. 10.2 Form of Loan Amendment 2
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