Item 3.02. Unregistered Sales of Equity Securities.
On October 12, 2022, the Company entered into a Subscription Agreement with CLS
Therapeutics, LLC, a Delaware limited liability company ("CLS"), pursuant to
which the Company agreed to issue to CLS, and CLS agreed to subscribe for,
850,000 shares of the Company's common stock (the "Shares") as consideration for
the assignment by CLS and its affiliates to the Company of certain patent rights
owned by CLS and its affiliates. The Shares were issued on October 12, 2022. The
Shares were issued in transactions exempt from registration under the Securities
Act of 1933, as amended (the "Securities Act"), in reliance on Section 4(a)(2)
thereof and the provisions of Regulation D thereunder. CLS represented that it
was an "accredited investor," as defined in Regulation D, and was acquiring the
Shares for investment only and not with a view towards, or for resale in
connection with, the public sale or distribution thereof. Accordingly, none of
the Shares have been registered under the Securities Act and none of the Shares
may be offered or sold in the United States absent registration or an exemption
from registration under the Securities Act and any applicable state securities
laws.
Neither this Current Report on Form 8-K nor the exhibits attached hereto is an
offer to sell or the solicitation of an offer to buy shares of the Company's
common stock or any other securities of the Company.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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