Item 1.01 Entry into a Material Definitive Agreement.
On
The Company's right to sell shares to White Lion will commence on the effective
date of the resale registration statement and extends for a period of three
years. During this term, the Company may exercise its right to sell shares to
White Lion, subject to limitations on the amount of shares that are permitted to
be sold with each exercise. The purchase price to be paid by White Lion for such
shares will equal the lower of: (i) 93% of the volume-weighted average price of
the Company's common stock during a period of five consecutive trading days
following the Company's exercise of its right to sell shares, and (ii) the
closing price of the common stock on the day the Company exercises its right to
sell shares, subject to a minimum price of
In consideration for White Lion's commitment to purchase shares under the CSPA when requested, the Company will issue 757,576 shares to White Lion.
The Company will have the right to terminate the CSPA at any time, at no cost or penalty, upon ten trading days' prior written notice. Additionally, White Lion will have the right to terminate the CSPA in accordance with its terms for certain breaches of the CSPA by the Company, a Company bankruptcy filing, or the Company's CEO, Principal Financial Officer or Director of Operations terminating their respective employment with the Company.
The foregoing description of the CSPA is not complete and is subject to, and qualified in its entirety by, the full text of the CSPA, a copy of which is attached to this Report as Exhibit 10.1, the terms of which are incorporated herein by reference.
Item 8.01. Other Events.
On
A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 10.1 Common Stock Purchase Agreement, datedSeptember 1, 2022 99.1 Press release, datedSeptember 6, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL Document) 2
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