Item 1.01 Entry into a Material Definitive Agreement.
On
The foregoing descriptions of the convertible promissory notes and note purchase agreement are not complete and are qualified in their entirety by the full text of the convertible promissory notes and note purchase agreement, forms of which are attached to this Current Report on Form 8-K as Exhibits 4.1 and 10.1, respectively, and incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth under Item 1.01 is incorporated by reference into this Item 2.03.
Item 3.02 Unregistered Sales of
The disclosure set forth under Item 1.01 regarding the issuance of shares of the Company's common stock upon the conversion of the convertible promissory notes is incorporated by reference into this Item 3.02. Such shares will be issued pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 4.1 Form of convertible promissory note (included in Exhibit 10.1). 10.1 Form of note purchase agreement (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed onAugust 11 , 2021).
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