Item 1.01 Entry into a Material Definitive Agreement.
Securities Purchase Agreement
On
The Warrants are exercisable beginning six months after the date of issuance.
The Warrants may not be sold, assigned, transferred, pledged or otherwise
encumbered without the consent of the Company. The Company has the right to call
the warrants on thirty days' prior written notice at any time following such
time that the Company has sold shares of Common Stock to a third party at a
post-money company valuation equal to or greater than
The Company expects the Private Placement to close on or about
The Purchase Agreement includes representations, warranties, and covenants
customary for a transaction of this type. In addition, the Company agreed to
indemnify the accredited investors from liabilities relating to the Company's
breach of any of the representations, warranties and covenants in the Purchase
Agreement. The Securities were sold pursuant to the exemption provided by
Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities
Act"), and Regulation D promulgated thereunder. The sale of the securities
pursuant to the Purchase Agreement has not been registered under the Securities
Act or any state securities laws. The securities may not be offered or sold in
The foregoing descriptions of the Purchase Agreement and Warrants are not complete and are subject to and qualified in their entirety by reference to the full text of the Form of Purchase Agreement and the Form of Warrant, respectively, copies of which are attached as Exhibits 10.1 and 4.1 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.
Item 3.02 Unregistered Sales of
The information provided in Item 1.01 of this Form 8-K is hereby incorporated by reference into this Item 3.02.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description 4.1 Form of Common Stock Purchase Warrant. 10.1 Form of Securities Purchase Agreement by and between the Company and the purchasers named therein. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) -1-
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Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements that are
based on management's beliefs and assumptions and on information currently
available to the Company's management. Forward-looking statements include
statements regarding the Company's expectations regarding the submission of a
compliance plan to Nasdaq. Forward-looking statements include statements that
are not historical facts and can be identified by terms such as "anticipate,"
"believe," "could," "estimate," "expect," "intend," "may," "plan," "potential,"
"predict," "project," "seek," "should," "will," "would" or similar expressions
and the negatives of those terms. The Company's actual results and the timing of
events could materially differ from those anticipated in such forward-looking
statements as a result of certain risks and uncertainties including those
described in more detail in the Company's most recent Annual Report on Form 10-K
and other documents on file with the
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