Item 1.01 Entry into a Material Definitive Agreement.
On
The Note bears interest at a fixed rate of 10% per annum and requires us to
repay the principal and accrued and unpaid interest thereon on
The Warrants is exercisable commencing on the date of issuance and expires on the three year anniversary of the issuance date. The exercise price and number of the shares of our common stock issuable upon exercising the Warrants will be subject to adjustment in the event of any stock dividends and splits, reverse stock split, recapitalization, reorganization or similar transaction, as described therein.
The foregoing summary descriptions of the Subscription Agreement, the Note and the Warrant do not purport to be complete and are qualified in their entirety by reference to the forms of the Note, the Warrant and the Subscription Agreement, which are attached as Exhibits 4.1, 4.2 and 10.1 hereto, respectively, and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off Balance Sheet Arrangement of a Registrant.
The information included in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
Item 3.02 Unregistered Sales of
Pursuant to the Private Placement described in Item 1.01 above, which
description is hereby incorporated by reference into this Item 3.02, the Company
has agreed to sell the Notes and the Warrants issued in the Private Placement to
the Subscriber, an accredited investor, in reliance on the exemption from
registration provided by Section 4(a)(2) of the Securities Act of 1933, as
amended (the "Securities Act"). The Company will rely on this exemption from
registration based in part on representations made by the Subscriber. The net
proceeds to the Company from the Private Placement will be used for general
working capital. The Warrant has not been and will not be registered under the
Securities Act or applicable state securities laws and may not be offered or
sold in
Item 8.01 Other Events.
On
Information contained on or accessible through any website reference in the press release is not part of, nor incorporated by reference in, this Current Report on Form 8-K, and the inclusion of such website address in this Current Report on Form 8-K by incorporation by reference of the press release is as inactive textual references only.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Exhibit Description 4.1 Note 4.2 Warrant 10.1 Subscription Agreement 99.1 Press Release, datedApril 5, 2023 104 Cover Page Interactive Data File (embedded within Inline XBRL document). 3
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