Item 1.01 Entry into a Material Definitive Agreement.
On
Pursuant to the Purchase Agreement, subject to certain conditions set forth in
the Purchase Agreement, Triton is obligated to purchase up to
Each time the Company wishes to issue and sell common stock to Triton under the
Purchase Agreement, the Company is required to provide Triton with a purchase
notice (the "Purchase Notice"), which Purchase Notice sets forth the total
number of shares of common stock that the Company elects to sell to Triton (the
"Purchased Shares"). The total purchase price to be paid by Triton at each
closing will be determined by multiplying the number of Purchased Shares to be
sold by the Company in the Purchase Notice by the purchase price per share,
which will be 85% of the lowest closing price of the Company's common stock
during the five business days prior to closing; provided, however, in no event
will Triton be obligated to purchase common stock for an aggregate offering
price greater than
Closing for sales of common stock will occur on the second business day
following the date on which the Purchased Shares are received by Triton's
custodian. At the closing, Triton will pay the purchase price for the Purchased
Shares. The Company has agreed to pay Triton
The Company will pay a fee of 7% of the gross proceeds it receives from sales of
common stock under the Purchase Agreement to Network 1
The shares were offered, and will be issued, pursuant to the Prospectus
Supplement, dated
The foregoing description of the Purchase Agreement is qualified in its entirety by reference to Exhibit 10.1 attached hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit No Exhibit 5.1 Opinion ofSichenzia Ross Ference LLP 10.1 Purchase Agreement 1
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