Item 1.01 Entry into a Material Definitive Agreement.
On
The Debentures (i) are non-interest bearing, (ii) have a maturity date of
The Debentures also contain provisions providing for an adjustment in the event of stock splits or dividends, and fundamental transactions. The Investors also have the right to participate in subsequent rights offerings and pro rata distributions. Additionally, the Debentures contain anti-dilution protection in the event of subsequent equity sales at a price that is lower than the then applicable conversion price until such time that the Debenture is no longer outstanding. Additionally, the Company has the option to redeem some or all of the Debentures for cash upon notice of twenty (20) trading days provided certain conditions are met by the Company as more fully described in the Debentures.
Without the approval of the Debenture holders, the Company may not (i) amend its charter documents in any manner that adversely affects the rights of any Investors, (ii) repay or repurchase or acquire shares of its Common Stock, (iii) repay, repurchase, or acquire certain indebtedness, or (iv) pay cash dividends or distributions on any equity securities of the Company.
The securities offered have not been registered under the Securities Act of
1933, as amended, and may not be offered or sold in
The foregoing summary of the Debenture is qualified in its entirety by reference to the full text of such document, a copy of the form of which is attached hereto as Exhibit 10.01, and which is incorporated herein in its entirety by reference.
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 above in Item 1.01 of this current report on Form 8-K is incorporated herein by reference in its entirety.
Item 3.02 Unregistered Sale of
The information set forth above in Item 1.01 of this current report on Form 8-K is incorporated herein by reference in its entirety.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of
On
The Board is currently in the process of searching for a new chief executive officer and principal accounting officer.
Item 9.01 Financial Statement and Exhibits.
Exhibit No. Description 10.01 Form of Senior Convertible Debenture 1
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