Item 1.01 Entry into a Material Definitive Agreement.
Securities Purchase Agreement
The Securities Purchase Agreement contains such representations, warranties and covenants as are typical for a transaction of this nature.
Convertible Redeemable Promissory Note
The Note is due and payable on
In the event of a default, without demand, presentment or notice, the Note shall become immediately due and payable.
The foregoing provides only a brief description of the material terms of the Securities Purchase Agreement and the Note, and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety by reference to the full text of the forms of Securities Purchase Agreement and the Note, respectively, filed as exhibits to this Current Report on Form 8-K, and are incorporated herein by reference.
Item 2.03 Creation of Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The disclosure provided under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.02 Unregistered Sales of
The applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. The issuance of the securities set forth herein (the "Securities") was made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(a)(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the Securities was an isolated private transaction by us which did not involve a public offering; (b) there were a small number of recipients; (c) there were no subsequent or contemporaneous public offerings of the Securities by the Company; (d) the Securities were not broken down into smaller denominations; (e) the negotiations for the issuance of the Securities took place directly between the individuals and the Company; and (f) each recipient of the Securities is an accredited investor.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description 4.1 Form of Convertible Redeemable Promissory Note* 10.1 Form of Securities Purchase Agreement *
* filed herewith
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