Item 1.01 Entry into a Material Definitive Agreement.
On
The Offering raised net cash proceeds of approximately
The Company engaged EF Hutton, division of
In connection with the Offering, the Company entered into a Securities Purchase
Agreement (the "Purchase Agreement") with investors containing customary
representations and warranties. The Company and investors also entered into a
Registration Rights Agreement (the "Registration Rights Agreement"), pursuant to
which the Company will be required to file a resale registration statement (the
"Registration Statement") with the
The representations, warranties and covenants contained in the Purchase Agreement and the Registration Rights Agreement were made solely for the benefit of the parties to the Purchase Agreement and may be subject to limitations agreed upon by the contracting parties. In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the Purchase Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, forms of the Purchase Agreement and the Registration Rights Agreement are filed with this report only to provide investors with information regarding the terms of transaction, and not to provide investors with any other factual information regarding the Company. Stockholders should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement and the Registration Rights Agreement, which subsequent information may or may not be fully reflected in public disclosures.
The Offering was exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act and in reliance on similar exemptions under applicable state laws. Each of the Purchasers represented that it is an accredited investor within the meaning of Rule 501(a) of Regulation D, and was acquiring the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The securities were offered without any general solicitation by the Company or its representatives.
The foregoing description of each of the Purchase Agreement, PAA, Registration Rights Agreement, and form of Purchaser Warrant is qualified in its entirety by reference to the forms of such documents which are filed hereto as Exhibits 10.1, 10.2, 10.3, and 10.4 respectively.
Item 3.02 Unregistered Sales ofEquity Securities
The matters described in Section 1.01 of this Current Report on Form 8-K are incorporated herein by reference. In connection with the issuance of the securities described in Item 1.01, the Company relied upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder for transactions not involving a public offering.
Item 8.01 Other Events.
On
Item 9.01 Financial Statement and Exhibits. Exhibit Number Description 10.1 Form of Securities Purchase Agreements 10.2 Form of Placement Agency Agreement datedJanuary 21, 2022 10.3 Form of Registration Rights Agreement 10.4 Form of Common Stock Purchase Warrants 99.1 Press Release datedJanuary 21, 2022 99.2 Press Release datedJanuary 25, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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